Hanging Ten: It Came From Room 1313
by The Writer with No Name
Summary: Book 2 of the Hanging Ten Saga. With a new girlfriend at Sunset Beach, things are looking up for Ben...but when one of his most fearsome foes returns, it's up to him and his new crew to stop this ghostly menace.
1. Families, Phantoms, and Freakouts

_Disclaimer: Ben 10 and all related characters are property of Man of Action and Cartoon Network; Stoked and all related characters are property of Fresh TV. I am making no money from this story, which was written solely for my enjoyment. Enjoy!_

CHAPTER ONE: FAMILIES, PHANTOMS, AND FREAK-OUTS

_The Office, July 27, 2010_

"_Whooohooo!_ Let's _ride_, dudes!"

As the afternoon sun rose high over the idyllic beach known as the Office, the silence was broken by five surfers as they raced along the sand, charging into the breaking surf, lining up for the incoming wave. In seconds, the wave started to crest, and a gold-haired girl in a yellow-purple tankini was the first up, racing along the blue, before darting up and leaping off the whitecap in a perfect 360 spin. A red-brown-haired young man was next up, working the whitecap like a pro as he twisted into a sideways somersault, landing on the wave perfectly.

The next surfer, a red-haired, ponytailed young lady in a pink bikini, didn't fare quite so well; managing to ride out into the wave, she started to cut back, but quickly lost her balance, tumbling into the water as her board upended. Following her was a young African-American man in a blue-orange wetsuit, and he didn't fare much better; he hadn't even gotten into the wave when he was knocked into the drink. The last one was a dark-complexioned youth, his gold hair in a poofy afro-style, matching his swim-shorts. Racing into the blue, he executed a flawless double-cutback, before launching into a backwards flip off the whitecap, before letting the wave take him to shore.

As the wave broke against the beach, Emma Mackenzie coughed as she picked up her board. "Am I _ever_ going to get the hang of those cutbacks?"

Laughing as she walked up out of the surf, Fin McCloud turned to her fellow grom. "Hey, don't feel _too_ bad, Alberta; it's just got a bigger learning-curve." Glancing to her side, she smirked. "Just look at Kooksville, here."

Walking out next to Fin, Reef rolled his eyes. "Whatever, betty."

Coming to a stop next to Emma, Johnny St. James smiled gently. "I'm sure you'll get it soon, Emma."

"Thanks, Johnny," Emma answered. "Maybe I just need an instructor or something."

Johnny's smile softened, as he scratched the back of his head. "Hey, I'd be happy to help."

"Really?" Emma exclaimed. "Then could you ask Ty if he'd help me?"

At the mention of Emma's crush, Johnny's expression imploded. "Sure. I'll get right on that."

Walking next to Reef, Broseph chuckled. "_Dude_, that is just _painful_ to watch," the afro-headed grom said.

Reef nodded. "Bro is _neck-deep_ in the Friend Zone."

Glancing back at the waves, Fin's smile only grew. "I still can't believe States is missing out on this killer sesh," she said. "I mean, how can _anyone_ with the blood of the Madcap pass up such sweet waves?"

Emma giggled. "The same reason _Lo_ isn't here!" she said. "She and Ben are probably back at the hotel, smooching by the pool-side!"

Fin grinned. "I still can't believe we're hanging with a guy who saved the whole universe," she said. "_Twice._"

Reef scowled. "_I_ still can't believe he won't let me borrow that…that watch thing! You know; the…what was it? Oh-me-Trick?"

Johnny rolled his eyes. "_Omnitrix,_ dude. Learn to spell."

Fin scoffed. "Yeah, like Ben's gonna hand the _most powerful device_ in the whole freakin' _universe_ to somebody who mixed up board-wax with _floor_-wax!"

"That happened _once!_" Reef protested. "They were in the same-sized jars! The labels were practically _identical!_"

Broseph laughed. "_Dude,_ you were flying off your board every time you got on!" he chortled. "Still makes me laugh, bro."

As the laughs of the other groms filled the air, Reef could only frown as they headed back towards the hotel, leaving the Office behind, their surf-sesh done.

For now.

XXXXXXXX

_Surfer's Paradise_

"So, how exactly does this thing work, again?"

At the Surfer's Paradise Resort and Hotel, all was quiet on the pool-deck, since practically all the patrons had opted to go to the beach to enjoy the afternoon sun…which made it the perfect spot for a newly-hooked-up couple to be alone.

Sitting at the pool's edge, his legs in the water, a young man of 16, tall and athletically built, with short brown hair and green eyes, clad in green-black swim shorts, with a green-black, high-tech wristwatch on his left wrist, smiled at his girlfriend's inquiry. "I don't know the scientific details, Lo; that's a question for Azmuth," Ben Tennyson answered. "All I know is that I just hit the buttons, pop the dial, twist, and slam it down; the Omnitrix does the rest."

Sitting happily in his lap, the 15-year-old slender, sun-caressed, amethyst-eyed, long-chestnut-haired beauty, in her usual white-pink bikini and floral hair-clip, nuzzled closer, resting her head against his chest. "I still can't believe it," Lauren "Lo" Ridgemount cooed. "I'm actually dating a guy who's saved the _universe…twice!_"

Ben chuckled. "Hey, but who's counting, right?"

Curious, Lo took hold of his left arm, lifting it up to look at the Omnitrix…which Ben took as an excuse to draw his left arm in, pulling her closer and earning a delighted squeal from her, before she looked at the watch. "So how many aliens are on this thing?"

Ben shrugged. "I'm not sure," he replied. "Azmuth never gave me an exact number, but I'm pretty sure it's at least 10,000."

Lo's eyes went wide. "_10,000?_"

"Yep," Ben said. "Plus, it can repair damaged DNA – that's how I healed all the Highbreed – and it can regenerate individuals from DNA samples stored in it; Azmuth had also intended to use it as a genetic "Noah's Ark" for species destroyed by the Highbreed. Not only that, it has a kind of "Master Control" that lets me turn into any alien at will!" He sighed. "Not that he'd ever tell me how to activate it, again…"

Smiling, Lo touched the two buttons. "So, you press these?"

Nervous, Ben nodded. "Careful – one wrong move, and you'll have to explain to your dad why there's a giant, telekinetic crab in his pool!"

Lo laughed. "Oh, come on; I've seen you do this before! I'll be careful!" Pressing the buttons, she activated the dial, causing it to raise up, projecting a green hologram of a moth-like creature. "This is that moth-guy Emma saw at the Office, right?"

Ben nodded. "Big Chill."

Lo twisted the dial, changing the hologram to one of a massive dinosaur-like creature. "And this is that dinosaur you used to save Emma."

"Humongousaur."

Twisting it again, Lo changed it to the image of a big-headed crab. "And this is that guy we thought was a mascot."

"Brainstorm."

Lo twisted it once more, changing it to the image of a more rotund creature. "And this is that guy you used to save me."

"Cannonbolt." Ben chuckled. "He's actually pretty fun to use."

Lo's expression saddened. "I never said thank you," she murmured. "You…you saved my _life_, and I acted like a total bitch…"

"You were scared," Ben soothed. "The first time _I_ ever used the Omnitrix, I changed into this fire-based alien called Heatblast, and _I_ freaked out!" He chuckled. "Besides, that kiss you gave me the next day was a pretty good thank-you!" He hugged her closer. "Thanks for stopping me from leaving."

Blushing, Lo twisted the dial again, changing it to a tall humanoid with a curved fin on his head. "Okay, who's _this_ guy?"

Ben grinned. "That would be Way Big."

Lo blinked. "What does he do?"

Ben chuckled again. "Lo, he's called _Way Big;_ it's kinda self-explanatory."

"Oh. Duh." Lo smiled. "So, he's big enough to lift a house?"

Ben shook his head. "More like big enough to bench-press _Godzilla,_" he corrected. "He's not exactly subtle, but when you're over 100 feet tall, you don't _need_ to be; when you need a guy who's ultra-large and in-charge, Way Big's your guy!"

Lo nodded. "So he's your most powerful alien?"

Ben's smile wavered. "Way Big's the _strongest_ one I know of, but not the most powerful." He twisted the dial, bringing up the image of a humanoid creature, with a three-pronged crest in its forehead. "That would be Alien X."

"Okay," Lo said. "What does he do?"

"Anything."

Lo arched an eyebrow. "So…he can be strong, or fast, or big, or whatever?"

"No, Lauren," Ben said gently. "I said he can, _literally_, do anything; Alien X can warp reality any way he sees fit. He can make it rain _real_ cats and dogs; he can spontaneously turn the water in this pool into green jelly, just for the heck of it." He chuckled. "He can even turn the planet Uranus into…"

"Okay, I get it!" Lo interrupted. "Wow, why didn't you just use _him_ to clobber those Knights?"

Ben sighed. "Because he's also the most _useless_ alien in the Omnitrix," he muttered. "Alien X is governed by two opposing personalities: Serena, the Voice of Love and Compassion, and Bellicus, the Voice of Rage and Aggression – think of a one-man United Nations, and you'll have some idea of what Alien X's head is like. I turned into him once, and almost got stuck; as the Voice of Reason, they expected me to be the tiebreaker, and they'd been deadlocked on a _lot_ of stuff – we're talking millions of years, here! Everything Alien X does needs a motion, and then a second, when we don't have time to waste on psychological red-tape!"

Lo laughed guiltily. "Okay, that kinda sucks."

"_Tell_ me about it," Ben agreed. "I don't plan on using _him_, anytime soon; not when I have over a dozen other heroes that can do the job just as well!"

Lo smiled. "Between that watch and your pals, bad guys beware!" she exclaimed. "So, you said they're coming back, right?"

Ben nodded. "After the debacle with the Knights, Gwen and Kevin decided to take a little road-trip across Canada; they should be back today to check on me before they head home."

Lo sighed. "Your cousin hates me."

Ben's smile turned wary. "I wouldn't say that, Lo; she's just…never gotten your best impression," he defended. "Remember, the first time she heard about you, you had just sank your jeep in a pool, and then the _next_ time she saw you, you almost broke her cousin/best friend's heart. Once she gets to know you, she'll mellow out!"

Lo chuckled wryly. "Nice try, baby, but girls can feel girl-hate a mile away," she said, before frowning. "Gwen's been giving me the stink-eye since she met me; I bet half the time she and Kevin called you to help them, she was doing it to keep you away from me."

Ben half-frowned. "Okay, now you're kinda exaggerating," he chided. "Yeah, she and Kevin called for backup a couple times when they were road-tripping, but that's just the stuff I've been responding to on Sunset Island, this past week!"

"Yeah; in the middle of our dates."

Ben sighed. "Lo…"

"I know, I know; people need your help," Lo muttered, rolling her eyes. She smiled her sweet smile. "You're still on for the movie tonight, right?"

Ben grinned. "You bet, beautiful." At that, Lo beamed, before her eyes fluttered closed, leaning closer to her boyfriend, her lips parted…

"Lo?"

Startled, Lo craned her neck to look over Ben's shoulder, and gasped. "_T-Ty?_"

Standing behind them, 17-year-old Tyler "Ty" Ridgemount, tall and lean, in his usual surf-shorts, frowned, his arms folded, and his eyes narrowed behind the few wisps of short, copper-red hair that fell down in front of them. "Hey, sis," he greeted flatly. "I was just wondering if you guys wanted to head to the Office, but I see you had other plans."

As she and Ben stood up – with Ben discreetly retracting the Omnitrix's dial – Lo looked stricken. "Tyler…"

Ty interrupted her. "Does Dad know?"

His expression grave, Ben shook his head. "We…haven't told him, yet…"

"…because we didn't _need_ to!" Lo insisted, glaring at her brother. "We've only been dating for about a week!"

"Uh-huh," Ty muttered. "Ben, I think you need to go, now."

Lo's eyes narrowed. "No, he _doesn't!_" she snapped, before her tone softened as she turned to Ben. "Baby, you don't have to go anywhere."

Smiling sheepishly, Ben shook his head. "Actually, Lo, I kinda do; I've only got about 5 minutes left in my lunch-break – you know how Bummer's been watching me like a hawk."

"Oh. Right." Lo smiled shyly. "See you after your shift?"

Ben smiled back. "I sure hope so." Beaming, Lo gave him a quick, chaste kiss on the lips, before he turned to go. "I'll…see you later, Ty."

Ty's eyes were narrow. "Yeah. You will." As Ben walked off, Ty turned to his sister. "What are you doing, Lo?"

Lo was irate. "What are _you_ doing, Tyler?" she snapped. "You had no _right_ to try and scare off my boyfriend!"

"I'm your _brother,_" Ty countered. "And when were you going to tell us about this?"

"It's only been a week, Ty! We wanted to make sure there was something to tell!" Lo answered, before smiling as she remembered. "And it's been _great_, okay? We were going to tell Daddy soon! Ben's even _asked_ if we should tell Daddy!"

"And in all that time, you didn't think I needed to know about this?"

Lo's eyes narrowed. "You're my _brother_, Ty; _not_ my father!" she shouted. "Just…_uurrgghh!_ I'm actually going to go back to _work_, because I _cannot_ deal with you, right now!" With that, she stormed off, heading back to the locker room, leaving her brother behind.

XXXXXXXX

"So now Ty's onto you and Lo being hooked-up, bro? Bummer."

As he and Broseph, in uniform – tacky purple t-shirts, and painfully bright yellow-purple board-shorts – pushed their room-service cart through the hall, Ben nodded. "Yeah, and he was _not_ happy about it," he agreed. "I knew Lo and I should've come clean, earlier."

"Hey, it's all good, bro. Ty's cool – once he sees how happy you make his baby sis, he'll be chill." Broseph's smile turned strained. "And trust me, bro: he'll see it. You can see it from _orbit._"

Ben chuckled. "Yeah, I guess she and I have been kinda syrupy at times, haven't we?"

Broseph held up his hand. "I'm all for treatin' a special betty right, dude, but seriously, my stomach is getting _way_ unmellow from watching you two, and I'm normally chill 24/7."

Ben sighed. "I know, I know," he relented. "It's just that my relationship with Lo is only getting started, and I know she's not 100 percent okay with me having to dart off to stop bad-guys, yet. I feel like I have to be as good a boyfriend as I can, as _fast_ as I can, because the very next minute, I could have to run off to stop a bank-robbery, or rescue a bus that's falling off a bridge!"

Broseph nodded sagely. "The call of duty is a tough mistress, Hero Dude," he agreed. "But Lo's cool; she'll come around."

"I sure hope so, Broseph," Ben said, as they came to a stop by a door. "Well, we're here." He knocked on the door. "Room service!"

A voice came back. "It's open!"

Ben blinked as he opened the door. '_I know that voice…_'

As they walked in, Broseph looked around. "Hey, at least these guys keep clean; kinda like how your Madcap Grandpa did!"

Ben's eyes went wide as he made the connection. '_Oh, no…_'

"Ben!"

As the voice sounded again, Ben barely had enough time to turn as 42-year-old Sandra Tennyson, fairly tall and slender, with mid-length blonde hair and hazel eyes, in a white tank-top and khaki shorts, hugged him. "It's so good to see you, honey!"

Ben was stunned. "_M-Mom?_"

Seconds later, his father, 46-year-old Carl Tennyson, tall and of average frame, with Ben's brown hair and green eyes, clad in a red Hawaiian-style t-shirt and navy shorts, walked into view. "Hey, son."

"_Dad?_" Ben exclaimed. "W-What are you guys doing here?"

Sandra sighed. "Well, that's a fine way to greet your parents!" she admonished. "We heard how your grandfather said this was the place to be, so we decided to come up for a little holiday!"

Carl nodded. "Dad said that Sunset Island was some kind of surfing Shangri-La, so your mother and I figured it was the perfect place to learn!"

Broseph laughed. "_Dude_, Reef's gonna be teaching your _folks_ how to surf!"

'_Thank you, Silas,_" Ben thought, while putting on a smile. "It's just…this is such a surprise!" he said. "I kinda thought you'd call ahead!" '_So I could brace myself…_'

Carl shrugged. "We thought we'd surprise you," he answered, "and speaking of which, your grandfather was going to stop by again in the next day or two…"

Broseph brightened. "Does that mean there's another sick wave on the way?"

Sandra blinked. "How would he know?"

"Grandpa's some kind of legendary surfer, Mom," Ben explained. "It was a surprise to me, too."

Broseph chuckled. "Not as big a surprise as your folks are gonna be to Lo, once she hears about this, bro."

Ben flinched. "Broseph, shut _up!_"

But he was too late. ""Lo"?" Sandra asked, a smile forming on her face. "Who's _that_, Benjamin? Did you _meet_ someone..?"

"Wow, look at the time!" Ben exclaimed, nudging Broseph out the door. "Gotta get back to work – busy, busy, busy! You can call the front desk once you're done with the room-service cart! Talk to you later! Bye!"

With one last nudge, Ben pushed Broseph out the door, shutting it behind them both. Broseph just grinned. "Freakin' out much, bro?"

Ben arched an eyebrow. "Would _you_ want to be on the receiving end of your folks grilling you about your new girlfriend?"

Broseph's grin dimmed. "Good point, bro."

Ben sighed. '_As if I don't have enough to deal with._' "Guess we'd better get back to work." With that, he and Broseph headed back to the lobby.

XXXXXXXX

"_Urrgghh!_ Can you _believe_ Ty?"

In the hotel locker-room, the setting sun peeking orange-gold eyes through the windows, Lo and Emma had just finished changing out of their wench-uniforms and back into their regular clothes – Lo donning her usual light yellow sundress, and Emma donning her regular light pink t-shirt and pink shorts – as Lo lamented her troubles with her brother, growing more annoyed as she saw a sugary smile cross Emma's face. "Aw, I think it's kinda sweet that Ty's worried about his sister…"

"Are you _serious?_" Lo cried. "Would you want any of _your_ brothers trying to tell you who to date?"

Emma's smile faded. "Huh…when you put it like that…"

"Exactly!"

Fin had just walked in as she said that. "What's up, sisters?"

Lo sighed. "My stupid brother's all bent out of shape 'cause I'm dating Ben, that's what!"

Fin raised a hand. "You're preaching to the choir on that one, Lo; I've got _four_ older brothers. I feel your pain."

"I know! I mean, did he even _bother_ to notice how _happy_ I've been, this past week?" Lo smiled dreamily. "Ben's, like, the best boyfriend I've ever _had!_ We've gone to movies, had dinners together, taken walks on the beach, watched sunsets out on the water…and the kisses are just _dynamite!_ I swear, I can actually hear _music_ when we make out!" She giggled. "I may have been exiled from the palace, but at least I get my very own knight in shining armour who treats me like a princess; he makes me feel so _special!_"

Fin's expression was a cross between annoyed and nauseous. "Okay, it's _amazing_ I could keep my lunch down after hearing that," she muttered. "Seriously, Ridgemount, I'm happy for you, but you and Ben have _got_ to cut out all the lovey-dovey stuff! It's bad enough I have to clean up other people's messes – I do _not_ need to worry about my own heave!"

Emma's smile was also a little forced. "Yeah, Lo; I absolutely _love_ romance – especially when it happens to my BFF – but one uninterrupted week is kinda pushing it."

Lo blushed. "Sorry!" she said. "But what can I say? Ben's a total Type Three!" Her smile dropped. "When he's _here_, anyway."

Emma smiled gently. "That's the price of dating a superhero, Lo."

Lo sighed. "Too bad I can't tell Ty that; _then_ he'd lay off."

"Ty giving you and Ben trouble?"

Turning, Lo spotted Johnny at his locker, gathering his stuff. "Uh, yeah!" she said. "I mean, who does he think he is?"

Johnny's expression was apologetic. "I can see why you'd say that," he began, "but just let me play Big Brother's Advocate for a second, okay?"

Fin blinked. "So what makes you an expert on the subject?"

Sighing, Johnny fished a photo out of his locker: one of him pushing a little African-Canadian girl in light blue shorts and a t-shirt, with tiny blue ribbons in her pigtails, on a tricycle, smiling while the little girl giggled happily. "She does."

Walking over, Lo saw the photo, at which point she – and her two coworkers – instantly _melted_. "_Awwwwwwwwww!_"

Johnny grinned. "Yeah, I know," he agreed. "Meet my baby sis, Melanie; she just turned 5, this year."

"She's _adorable!_" Emma gushed.

Smiling, Johnny nodded. "This must have been taken last year, the year after Dad…" He froze. "On second thought, never mind…"

Emma looked nervous. "No, it's okay, Johnny!"

Fin nodded. "Yeah, man; go ahead."

Johnny sighed. "Two years ago, my Dad was in the army," he whispered. "He was in Afghanistan when…when he was…"

Emma gasped, her hands flying to her mouth as she realized. "Oh, my God…oh, Johnny, I'm so _sorry!_"

"It's okay, Em; I've dealt with it…or at least as much as I'm ever going to," Johnny replied. "It's been tough, though; even with Dad's military benefits, Mom still has to work, so I have to be a big brother/substitute father-figure to Melanie…which can be a little scary." His smile came back, but was a little wistful. "But I think we do okay; the rest of the year, I worked part-time here, which helped the bills. When summer came, Mom suggested I work full-time to save up for college, so I moved up to the staff-house for the summer." He sighed again. "Melanie was _not_ happy; the day I moved, she went full-tantrum, crying for her Jon-Jon…"

Emma looked ready to cry, herself. "Oh, the poor little thing…"

"Okay, as interesting as this is, "Jon-Jon,"" Fin teased, "how does this relate to Lo's problem?"

Johnny frowned. "First of all, Fin, only my _sister_ gets to call me Jon-Jon," he warned. "And second of all, I may not agree with what Ty's doing, but I get _why_ he feels that way." His expression darkened. "If any guy ever tried to hurt Melanie, the cops would _never_ find his body." He calmed. "Big brother-feelings may not make much sense, but they're there; now, I know that may sound dumb…"

Emma smiled. "It doesn't sound dumb at _all_, Johnny," she said. "You're an _awesome_ big brother; Melanie's so lucky to have you!"

Lo sighed. "Okay, _maybe_ I can get why Ty's bent out of shape, but I am _not_ a baby! He doesn't get to have a say in who I date!"

Johnny chuckled. "Oh, so you'd be okay with Captain Ron's youngest daughter crushing on George?"

Lo bristled with fury. "_Caitlin_ Stanhope? That screechy little booger-chomping _nightmare?_" she shrieked. "She'd better _not_ be crushing on him if she knows what's _good_ for her!"

Johnny arched an eyebrow.

Lo flushed. "T-That is _SO_ different!"

"_Sure_ it is."

Emma laughed. "It'll be okay, Lo; Ty's cool, and you said yourself how awesome a boyfriend Ben is! Sooner or later, Ty'll figure it out, and he'll lay off!" With that, she turned to go. "Anyway, I'll catch you guys at the Office! Enjoy your date, Lo!"

As Emma walked off, Fin smiled. "Nice _going_, Johnny!"

Lo nodded. "Seriously, that whole story about you looking after Melanie was _perfect!_" she agreed. "Hearing that a guy acts like a stand-in dad for his baby sister is like the perfect _storm_ of being good with kids! And that part about how your sister actually threw a _tantrum_ when you were leaving? Nice touch!"

Johnny sighed, as he followed the two of them out of the locker-room. "That wasn't a story, Lo; Melanie really _was_ upset to see me go."

Lo gave him a conspiratorial wink. "_Riiiight._ I gotcha," she replied. "Keep it up, and with Fin and I working on her, Emma'll be yours before the month is out!"

As they were about to reach the door, they saw Ben, Reef, and Broseph heading in. Seeing Lo, Ben smiled. "Hey, gorgeous."

Lo beamed. "Hey, baby."

Spotting Fin, Reef smiked. "'Sup, shipwreck."

Fin stuck out her tongue. "Your hair, Casanova."

Ben chuckled. "And they're flirting, again."

Fin frowned. "Not even _remotely_ funny, States."

Reef chuckled. "She _wishes._"

Fin rolled her eyes. "Oh, yeah; how on _Earth_ have I controlled myself, this long?"

Broseph laughed. "_Burn_, dude!"

Reef snorted. "Whatever."

By then, the six of them had emerged into a corridor of guest-suites, heading towards the exit. Glancing to Lo, Ben grinned sheepishly, looping his arm over her shoulders. "Hey, listen…I had an…interesting encounter, just now."

Lo arched an eyebrow. "Anything I should worry about?"

Ben sighed. "Yeah," he admitted. "Apparently, my folks decided to take a mini-vacation here, since Grandpa said it was the place to be." He fixed Broseph with a stern eye. "They're probably gonna want to meet you, since _somebody_ let slip I was seeing someone."

Broseph chuckled nervously. "My bad, bro."

Lo blinked…and then giggled. "That's _all?_" she asked, laughing. "_God_, baby, you actually had me worried for a second!"

Fin arched an eyebrow. "Wait…you're _not_ freaked-out by Ben's folks wanting to meet you?"

Reef nodded. "Are you _mad_, woman? Meeting the 'rents is your worst _nightmare_ come true!"

Lo shrugged. "What can I say? I just don't think they'll have any problem with me!" she said. "I mean, I'm cute, I'm sweet, and I come from money! The mothers of every teenage boy in this continent probably go to bed _praying_ their boys will bring home a girl like me!"

Ben chuckled. "Wow, and you're so modest, too! I feel better already!" he joked. "So, you ready for that movie, tonight?"

"You _know_ it!" Lo cooed. "I was ready halfway through my shift; Kelly had me cleaning up a post-Marvin-twins chowder-blast! I was afraid I'd _never_ get my nails clean, ever again!"

"Yikes," Ben murmured. "Well, you don't have to worry about her, right now; for the rest of the evening, I am…"

_Beep-beep-beep!_

Ben finished his sentence by reflex. "…screwed." His eyes scrunched shut as he reached into his jacket. "Not now; please, please, _please_ not now."

No such luck; as Ben withdrew his Plumber's badge, bearing the same hourglass crest as the Omnitrix, he sighed, confirming that it was beeping.

Lo was quickly starting to _hate_ that badge.

Tapping the crest, Ben opened the badge into a radio-transmitter. "Hey, Gwen."

"_Hey, Ben,_" came the voice of Ben's cousin. "_Kevin and I just got off the ferry; we should be by, pretty soon._"

Ben breathed a relieved sigh. "Oh, okay; I'll see you in a few minutes, then?"

"_Yeah, sooner than you think!_" Gwen finished, dashing Ben's hopes. "_We were just leaving the wharf when we got an alert: there's a mini-tsunami on its way here from an earthquake a few miles off of Sunset Island's east coast! The local authorities haven't even picked up on it, yet; there's no way the coast can evacuate in time!_"

Ben's expression was firm, nodding his reply. "I'm on it, Gwen; my ETA's two minutes – get there when you can! Ben out!"

As Ben flipped his badge closed, Lo let out an annoyed huff. "You're leaving _now?_" she cried. "But the last Whale-Bus to town leaves in five!"

Ben sighed. "Lo, if that wave hits, a lot of people could get hurt, or _worse,_" he reasoned. "This is…"

"…what you do. I know, I know," Lo finished, folding her arms in a mild pout.

Ben smiled wearily. "I'll make this up to you, I promise," he said. "Tomorrow morning, we'll have a sunrise picnic-breakfast out on the beach; just you and me, okay?"

Lo started to smile. "Okay."

Reef chuckled, as he leaned towards Ben's ear. "Nice recovery, bro!"

"Thanks." Leaning over to Lo, Ben gave her a quick peck on the cheek, earning a faint blush from his girlfriend. "Be back before you know it!" he promised, before he darted off, racing outside; seconds later, Lo could see a green flash of light flare outside the window, as a red, manta-ray-like creature shot into the air at supersonic speeds.

Her smile fading, Lo sighed to herself. "Okay, as much as I like Ben, that is kinda getting _annoying!_" she complained. "I swear it's like that cousin of his is calling him up just to keep us apart!"

Johnny frowned. "Okay, paranoid much?" he said. "You heard Gwen, Lo; if that wave hit the other side of the island, it'd take out a _lot_ of the coastal communities, including Captain Ron's resort…" He paused. "Okay, _maybe_ if it was _only_ hitting Ron's place, it _might_ be okay, but still, you can't fault him for saving people."

Lo huffed. "Fin! _Explain_ it to him!"

Fin chuckled. "Lo does have a point, Front Desk Guy; from what I gathered, Gwen's not fussy about her cousin's choice of date," she said, "although, you do have to remember, Lo: you almost broke her cousin's heart."

"_Hello?_ I was _freaked!_ I _apologized!_ Ben _accepted!_" Lo declared. "What do I have to do? Make a confession to the freaking _Pope?_"

Broseph shrugged. "So I guess you guys aren't heading out, bra?" he asked. "Bummer."

Lo sighed. "So, what am I supposed to do, now?"

Spotting a vending machine, Reef grinned. "Leave it to the Reefster, Lo – one snack, and I'm a thinking-_machine!_"

Fin snorted. "Yeah: a lever," she quipped, causing Lo to giggle.

Popping a few coins into the vending machine, Reef made his selection…and scowled as the candy got stuck. "Oh, _come on!_" he shouted, pounding the side of the machine, but the candy stayed stuck. Irate, Reef moved to the side of the machine, and started shaking it.

Fin rolled her eyes. "Wow; the thinking-machine in action…"

_CRASH!_

Fin's remark died in mid-breath as Reef tipped the machine a bit too far, sending it toppling over on its side. Reef paled. "I didn't do it!"

Fin frowned, but then her expression turned surprised as she saw what was _behind_ it. "Whoa…guys, check this out! There's another _room_, back here!"

Sure enough, standing behind the vending machine was another suite-door. "Huh; that's weird," Johnny mused, looking over the door. "I don't remember this suite being on the – _HOLY!_"

As Johnny leapt back from the door, his face going pale, Broseph blinked. "You okay, bro?"

"_The number!_" Johnny screamed, pointing at the suite number. "_C-Check the n-number!_"

Fin arched an eyebrow. "One thousand, three hundred thirteen," she said. "So?"

"_No,_ Fin! _Thirteen-thirteen!_" Johnny cried. "That's Room Thirteen-Thirteen!"

Reef blinked. "Again. _So?_"

"Didn't any of you hear the stories?" Johnny exclaimed. "It happened a couple of years ago: this pair of newlyweds rented Room Thirteen-Thirteen, one weekend, and then were never seen again!"

Reef chuckled. "Uh, _dude;_ they were _newlyweds!_" he said. "Of _course_ they wouldn't be leaving the bedroom!"

"You don't _get_ it!" Johnny wailed. "For three days afterwards, nobody heard _anything_ from that room – not even Room Service! Finally, the staff had to check on them!"

Broseph's eyes went wide. "Whoa, wait a minute, bros; I think I heard about that!" he said. "When…when they went in..?"

Johnny nodded. "Two people checked into that room…but the pieces that were found didn't add up to _nearly_ that much."

Lo flinched. "_Oh, GROSS!_"

Johnny kept going. "Ever since then, there were dozens of complaints made about Room Thirteen-Thirteen: eerie moans, appliances and furniture moving, slime coming from the wall – you name it, that room had it!" he finished. "It got so bad that the hotel had to close it off – I'd thought the room had been demolished or walled up…but _there it is!_"

Lo rolled her eyes. "You mean, you actually _believe_ that?" she asked. "Come _on_, Johnny; Daddy told me that the _real_ reason he sealed it up was because of mold, or something." She paused. "I thought he was having it renovated, but I guess he never got around to it."

"Yeah, because it's _haunted!_"

Fin shook her head. "I'm with Lo, Johnny; there are no such things as ghosts!"

Johnny frowned. "You used to say that about _monsters_, Fin."

Reef grinned. "A haunted room? _Sweet!_" he declared. "Dudes, we just found a way to kill that boredom! We gotta check this out!"

"Are you serious?" Fin asked. "Lo just said there's _mould_ in that room; I'm not going in there!"

Reef smirked, as he waved his arms like chicken-wings. "_BAWWWK, buck-buck BAWWWK!_"

Fin glared at him. "Okay, _fine!_ I'll go in just to _prove_ there are no ghosts!"

Broseph gulped. "I don't know, bros; this is majorly bad karma…"

"_Please._ The scariest thing about that room is probably the interior decorating!" Lo said. "Johnny, you in?"

"No _way!_" Johnny declared, backing away. "I _saw_ some of the photos of what happened in there; you couldn't get me in that room with a _tractor!_"

Fin snorted. "Fine. Whatever, Captain Scaredycat." With that, she grasped the doorknob.

Johnny paled. "For the love of _God_, Fin, don't do it!"

Ignoring him, Fin turned the knob, and pulled open the door…and a gust of stale air rushed out into their faces.

Screaming with terror, Johnny raced off.

Fin groaned. "It's just a little pressure-change, Johnny!" she called after their fleeing friend, before she walked in. "See? I'm perfectly fine!"

As she and the others walked in after her, Lo frowned as she took in the sights. "Okay, _floral_ wallpaper? Tacky much?" she asked, before waving her hand in front of her nose. "And what _stinks?_"

"That, bra, would be the stench of death," Reef said, smirking at Fin. "Scared yet, betty?"

"As if, kook."

Broseph looked nervous. "Dudes…I'm getting one _serious_ rush of bad mojo," he murmured. "We shouldn't be in here."

"You, too?" Fin asked. "Okay, fine; we were here, and we didn't see any ghosts. Let's bounce…"

And then the door suddenly slammed shut, blanketing them in darkness…as a bloodcurdling scream cut the air.

XXXXXXXX

_Sunset Island East Coast_

The Pacific Ocean was a pure, pristine blue as Jetray shot over it, racing towards the epicenter of the undersea quake…and paused as he saw it. "Whoa…"

Just as Gwen had said, a _big_ wave – easily a thirty-footer – was surging towards the island, gaining force as it went – when it hit, it wasn't going to be just a mini-tsunami.

Turning, Jetray raced back towards Sunset Island; once he was over the beach, he rapidly climbed, darting up through the clouds. Out of sight, he tapped the control-dial on his chest, turning back to Ben Tennyson. As gravity's tyranny regained its hold on him, Ben popped up the Omnitrix's control-dial, made his next choice, and slammed it down. "_BRAINSTORM!_"

Seconds after the emerald flare lit up the clouds, an orange, crab-like creature dropped out of the sky, heading towards the beach at crushing speeds; concentrating, the crab surrounded itself with a golden aura…and stopped its fall, mere millimetres from impact.

As the handful of beach-goers fled in terror at the sight of him, Brainstorm skittered towards the water. "Very well; no time to be subtle!" he remarked. "This should be too difficult: nothing but mind over matter!" Snapping open his skull-shell, Brainstorm grinned as his synapses crackled. "And fortunately for this island, I have a _great deal_ of mind!"

With that, he focused his TK, forming another golden glow around himself that spread into the water. Concentrating harder, Brainstorm lifted his arms; at once, the ocean rose high into the air, matching the amplitude of the approaching tsunami perfectly. Satisfied, Brainstorm brought his claws down, sending the wave surging out to sea; by then, the tsunami was fast approaching the coast, but it was just as quickly stopped when Brainstorm's wave – out of phase with its crest – collided with it, cancelling both waves out completely.

With the crisis averted, a tired Brainstorm skittered back onto the beach, heading for the brush, but he stopped as a pair of helpless screams drew his attention. Turning, Brainstorm spotted two kids, a boy and a girl, both around 8, on the nearby metal wharf…which was on the verge of collapsing from his wave. Frantic, Brainstorm tried to lift the kids clear with his TK, but he couldn't – that wave had taken more out of him than he'd thought.

He couldn't save those kids as Brainstorm.

Darting out of sight behind a nearby refreshment stall, he tapped the control-dial, returning to normal. Grimacing, Ben popped the dial back up again, cycling through his available forms. '_Okay, Jetray's not built for lifting, Humongousaur and Fourarms are too slow, Big Chill's too cold, Way Big's too BIG, and XLR8 could lose traction…_' He stopped as he came to the newest guy. '_Huh; never gave this one a try, before._' He gulped. '_No time like the present!_' With that, he slammed the dial down.

The instant the dial contacted the frame, the Omnitrix activated, spreading green Omni-energy over him as it cycled up; the energy surged inwards, remaking Ben from his DNA out. As the Omni-wave engulfed him, it started to _charge_ him, imparting an electrostatic charge to his DNA – instantly, the charge's magnetic field began to pull metals and mineral ores to him, coating his entire body in a shell of living rock, turning his frame taller, and slightly stronger; his legs became thicker, stockier, while his arms lengthened, his hands morphing into two-pronged claws, resembling tuning-forks, his shoulders extending, while his head was swallowed completely, before a large clump of silvery metal hovered over it, between his shoulder-spikes, as it started to morph…

…and when the green light faded, in Ben's place was a tall, strongly-built creature with yellow-and-black rocky skin, and a small, metallic head suspended between its large shoulder-spikes. "_Lodestar!_"

His change complete, Lodestar was astounded by what he now experienced: his conventional vision was _gone_, replaced by a staticky world-view of dark blues and pale greys. Confused, he walked out from behind the stall. "_Okay,_" he muttered, his voice now tinny, and metallic, "_now what does this guy – OW!_"

His remark was cut off as a metal spoon spontaneously flew from the picnic-set it had been placed in, and smacked into his face, sticking there…before it was joined by every other piece of cutlery on the beach, followed by watches, radios, car-keys, and long-buried pieces of metal that littered the beach. "_Ow, ow, ow, OW!_" Lodestar shouted. "_Okay, cut it OUT!_"

At that shout of anger, Lodestar suddenly saw a dark-blue wave resonate from his claws…which instantly sent the metal sticking to him flying away. "_Huh,_" he remarked. "_Looks like I'm a walking electromagnet. Okay, this could work…_"

Glancing towards the trapped kids, Lodestar aimed one of his claws at the section of the wharf the kids were trapped on, concentrating hard; slowly, the section started to tremble, until it finally broke free of the rest, hovering above the water while the rest collapsed into the sea. Their terror dispelled by confusion, the kids were awed by the floating metal, which shot back over the beach…to crash into Lodestar.

Knocked flat on his back by the metal, Lodestar was momentarily dazed, just able to see the kids flee to their parents out of the corner of his eye…while bewildered tourists started to inch back onto the beach. '_Uh-oh; time for me to go._' With that thought, Lodestar got back up, and hurried into the forest – getting assailed by every piece of metal cutlery in range as he went – before the control-dial on his chest started to flash red.

Seconds later, a crimson flare of light shone from the woods, leaving a pile of metal cookware in Lodestar's place, as a completely normal Ben Tennyson walked out of the forest by the road. "Okay, I'm gonna have to practice with that guy a bit," he murmured. "Definitely gonna take some getting used to."

As he spoke, a familiar green, black-striped muscle-car pulled up in front of him, its driver leaning his head out of the front window to smirk at him. "So the new guy picks up metal stuff, huh? Wish I'd known that when we were visiting that museum; saw a few choice "souvenirs" we could've…"

Leaning over to playfully swat her boyfriend's shoulder, Gwen Tennyson smiled at her cousin. "That was great work, Ben…no matter _what_ Kevin says."

Ben chuckled. "Don't worry, Gwen; I think I know by now how to spot a Levin-scam."

Kevin grumbled self-deprecatingly as Ben got in the back seat, before he drove off. "Terrific; I drive you guys around and get no respect. I might as well be a chauffeur."

Gwen giggled. "Somehow, Kevin, I don't think a chauffeur would include _this_ in his fare." And with that, she pressed her lips to his cheek.

Kevin's eyes widened momentarily, before he calmed himself. "Huh. Guess not."

Ben mimed gagging. "Aw, come on, guys; can't you do that when I'm _not_ in the car?"

Kevin smirked. "Who says we _don't?_"

Ben clapped his hands over his ears. "I didn't hear that, I didn't hear that!"

Gwen laughed. "Oh, and this from the guy who's been locking lips with _Lauren Ridgemount_ for the past week?"

Kevin groaned. "Here we go."

Ben sighed. "Gwen…"

"I get it, Ben: you like her," Gwen continued. "I'm just saying that I think you're expecting her to be like…you-know-who, when she's not! For starters, Lo is _way_ more high-maintenance than…her!"

"I know, Gwen; trust me, I do!" Ben defended. "So Lo's still a bit of a shopaholic; that doesn't make her a bad person."

Gwen sighed. "I'm still just worried that you're setting yourself up for a fall."

By then, they had arrived at Surfer's Paradise, just as the sun had started to paint the sky red. After parking the car, the three of them walked into the lobby, and found a nervous-looking Johnny at the front desk. "Johnny? Everything okay?" Ben asked. "Where are Lo and the others?"

Johnny gulped. "T-They're not in a cursed hotel suite being stalked by ghosts!"

Gwen blinked. "Okay…that was oddly specific."

Ben frowned. "Seriously, Johnny; what's up?"

Johnny cracked. "Lo, Reef, Fin, and Broseph are in Room Thirteen-Thirteen!"

Gwen arched an eyebrow. "And that would be..?"

"Room Thirteen-Thirteen is a Surfer's Paradise legend; a couple of newlyweds were murdered in there, and now the room is being haunted by their ghosts! Reef dared Fin to go in!"

Kevin was silent…and then smiled. "_Cool._"

Ben frowned at Kevin, and then turned back to Johnny. "Are they still there?"

"I don't know!" Johnny wailed. "I got out of there the second they opened it up!"

Ben's eyes narrowed. "Okay, you need to show us this room, _now._" Johnny flinched, but reluctantly nodded, hurrying further into the hotel, followed by Ben, Gwen, and Kevin.

XXXXXXXX

_Room 1313, a few minutes earlier_

The door suddenly slammed shut, blanketing the four of them in darkness…as a bloodcurdling scream cut the air.

Her eyes going wide, Lo looked around, just barely able to see three more pairs of eyes, two of which were close together…with one pair looking _annoyed._ Fin's dryly angry drawl cut the silence. "_Reef._ Get off of me _now._"

Taking out her cell-phone, Lo switched on the internal light, using it as a flashlight to reveal an unnerved Broseph, and a sour-looking Fin…who was holding a trembling Reef. "W-Wow!" Reef laughed nervously. "Where'd that scream come from?"

"Yeah, I know." Fin's voice was flat. "It sounded like a little girl." With that, she dropped Reef ingloriously onto the floor.

Looking around, Lo gulped. "Okay, this room is _seriously_ creepy, and that's not even _mentioning_ the tacky wallpaper."

Glancing at the furniture covered by sheets, Broseph paled. "I hear that, bra; this place is spooksville, _big_ time." He hurried to the door, grabbing the knob…but it wouldn't move. Nervous, Broseph tried again; likewise, sip. "Uh…bros?"

Fin huffed angrily. "You got us locked in here, kook?" she snapped, swatting Reef's head. "Nice going!"

Lo tried to keep calm. "Really, Fin, it's no biggie; I'll just call Johnny and tell him to let us out." She switched on her phone…and got nothing. Checking it, she frowned. "Darn it! We must be in a de…"

She paused, nervous, her brain finishing that statement. _A dead zone._

Moving to the door, Fin tried the doorknob, getting no more luck than Broseph; irate, she pounded on the door. "Hello? Anyone out there?" she called. "Help! We're locked in, here!"

_THUMP._

As something hit the floor, Reef screamed again. "_Ghosts!_"

Fin rolled her eyes. "Oh, for the love of…it's just a bunch of books, you wimp!" she scolded, walking towards the fallen pile. "They got knocked over by my pounding on the door!" Starting to stack them back on the shelf, Fin paused as she grasped a cardboard box. "Huh; get a load of this."

Lo blinked. "What?"

Fin held out the box. "It's an old Ouija board; it was the top thing on the pile," she observed. "The people in here must have been using it."

Broseph froze. "They were using it on their _last night alive,_ bra…" he murmured. "They probably called up something from the _grave…_"

"_Ugh! Enough,_ already!" Fin cried. "That's it, I'm putting an end to this, right now!"

Watching Fin sit down on the floor, taking the Ouija board out of the box, Lo spoke up, her eyes wide. "F-Fin? What are you doing?"

"We're gonna have a little powwow with these so-called ghosts!" Fin muttered. "That way, when they _don't_ show up, you can all quit being a bunch of total fraidy-cats!"

Broseph was visibly spooked, now. "No way, bra; you don't mess with that stuff."

Nervous, Reef nodded. "Yeah, betty; we'd better just put it back…"

Fin smirked. "_BAWWWK, buck-buck BAWWWK!_"

Reef glared at her. "Oh, you're so _on!_"

As Reef sat down across from Fin, Lo and Broseph slowly did the same, with all four of them placing their hands on the board. "Okay…are there any spirits here with us, now?" Fin asked aloud. Nothing happened. "There, you see? Nothing! Now can you all just _drop…_"

And then the board quivered.

Fin sighed. "Real funny, Reef."

Reef wasn't laughing. "Hey, don't look at me, betty."

The board kept moving, stopping on one of the simple, one-word answers.

_Yes._

Fin rolled her eyes. "Oh, _sure_, it's not you, Chowderhead," she muttered. "Let me guess: you're the spirits of the couple who died here, right?" The board moved again, but its answer was a surprise.

_No._

Lo gulped. "You're…_not?_"

Fin's eyes narrowed. "Okay, this _isn't_ funny, Reef! Quit it!"

Reef was shaking. "Fin, I _swear_ I'm not doing that!" he cried.

Fin kept glaring at him…but his panicked expression caused her annoyance to vanish, her own expression going nervous. "If…if you're _not_ the couple," she asked the board, "then…then who _are_ you?"

The board began to move, spelling out a word. _Z…S'…S…_

When the board was done, Fin arched an eyebrow. "Zs'Skayr?" she repeated. "Okay, what kinda name is _that?_"

Broseph grimaced. "It's a _ghost's_ name, bra!" he cried. "Oh, man…we gotta get _out_ of here!"

Lo was just as nervous, now. "Oh, God…Ben had to pick _now_ to go save someone else, of _all_ times..!"

Her remark was cut off, as the board suddenly jerked, spelling something out.

_Tennyson?_

Now Lo was _really_ scared. "Y-Yeah," she murmured. "Ben Tennyson; h-he's my boyfriend…"

Again, the board jerked, roughly dragging their hands around as it spelled.

_Get him here._

Reef was trembling. "Huh?" he murmured, prompting the board to jerk in reply.

_Now._

Fin gulped. "Why? Are you a friend of his?"

The board's response was a hard jerk to a single word.

_No._

Lo could barely keep from quivering in terror. "Then…then why do you want him here? What do you want him to do?"

The board moved one last time, spelling out a word that made their blood run _cold._

_DIE._

At that, the Ouija board suddenly _flipped over_.

Reef screamed, again. "_GHOSTS!_"

Fin's eyes were wide. "Okay…okay…there's…there's gotta be an explanation," she murmured. "It was…probably just a draft, that's all…"

_CREAK._

The sudden shift of a floorboard drew their attention towards the bathroom. "That was no draft, betty!" Reef wailed.

_Crick-crick-crick!_

Just then, the doorknob started to rattle, as something was pawing at the door…like it was trying to get _out._ Broseph paled. "Oh, man…we are so _toast_, dudes!" At that, the door swung open…

"You guys need a hand?"

Lo's terror quickly turned to joyful relief as she saw Ben's face waiting behind the door. "_Ben!_" she squealed, all but flying into his arms and wreathing her arms around his neck. "My _hero!_"

Seconds behind her, Reef, Fin, and Broseph all poured out of the room, the latter quickly shutting the door and shoving the vending-machine back in front of it. "Dudes, there's something _in_ there!" Broseph cried.

Johnny grimaced. "I _told_ you not to go in!"

Fin looked shaken, but managed to keep her voice calm. "Guys, we still don't know _what_ all that was…"

"Are you serious, betty?" Reef exclaimed. "It was _ghosts!_ Any kook could see that!"

Fin's eyes narrowed. "And what's _that_ supposed to mean?"

Ben chuckled. "And she's back."

Gwen laughed. "I hate to break this to you, Reef, but nine times out of ten, phenomena that appear to be ghosts are actually something else," she said. "Ben and I should know: we've seen a lot of them."

Kevin shrugged. "Not that that makes it any better, mind you."

Fin grinned. "See? Even the _experts_ think you're wrong!"

Reef scowled. "Yeah, like I can trust a betty to say another betty's wrong…"

Gwen's eyes narrowed, momentarily flashing mauve. "And what's _that_ supposed to mean?"

Fin sighed. "Save your breath, Red; I've wasted _weeks_ tilting at _this_ windmill," she said, as a sly grin crossed her face. "Besides, it's _much_ more fun to just kick his butt on the waves."

Reef glared at her. "You're on!"

Broseph sighed. "Here they go again, bros."

Johnny nodded. "Somebody ought to sell tickets."

As Reef and Fin both headed off, Gwen suppressed a laugh. "Is it wrong that I want to see Fin kick Reef's butt?"

Kevin grinned. "Hey, if cheap laughs are wrong, babe, I don't wanna be right."

Watching his teammates head after Fin and Reef, Ben grinned. "You guys wanna…watch?"

Johhny and Broseph had already headed off…leaving only Lo, with a feline smile on her face. "I think I have a _much_ better idea," she purred. "After all, I never thanked you for saving me…_again._"

Before Ben could protest, Lo grabbed his hand, and started leading him away, leaving Room 1313 behind.

Had Lo lingered just a moment, she might have heard the faint, raspy whisper coming from that room.

"_Tennyson…_"

XXXXXXXX

"Lo, where are we going?"

As his lasciviously-smiling girlfriend led him through the hotel's hallways, Ben felt a goofy grin cross his face. "Seriously, Lo; I'm dying to know…"

Lo looked back at him, batting her eyelashes. "We were going to a horror-movie tonight, right?"

Ben's grin grew. "That was the plan."

Lo stopped in front of a supply-closet. "We both know how those work, right?" she cooed. "Boy and girl go to scary movie; girl gets scared; boy holds girl to protect her; girl gets turned on; boy and girl take round-trip to make-out city!"

Ben hoped his shrug looked casual. "I…may have heard something like that."

"Good," Lo purred, "because you just _saved_ me from some _actual_ danger, buster. I was _really_ scared, just now."

At that, Ben's eyes went wide, as he realized just what his girlfriend was articulating…

Lo's expression turned apologetic, as she opened the closet. "But first, could you just check inside this closet for me?" she asked. "I think I might've dropped my favourite tube of lip-gloss, and it rolled in there, today; I was going to get it earlier, but being in that room still has me spooked, and I don't want to be in the dark…"

"You don't even need to ask, beautiful; Ben 10 is on the job!" Ben said suavely. Stepping into the closet, Ben knelt down, looking around, frowning as he saw no sign of any lip-gloss. "Are you sure it was _this_ closet, Lo? I don't see any…"

_Click!_

As the door swung shut, blanketing him in darkness, Ben stood up. "Lo, what gives – _MMPH!_"

Ben barely had time to realize he wasn't alone in the closet before Lo sealed his lips with her own, her arms curling around his neck, her leg hooking around his knee as she pressed herself to him. Initially, he was startled, but very quickly reciprocated, his arms moving around Lo's waist and between her shoulder-blades, holding her close as he took the next step in their tongues' dance, amazed as Lo somehow reached all the way to his _wisdom-teeth_…no, his _tonsils…_

After several blissful minutes, Lo pulled her lips from his, parting enough to find his gaze in the shadows, a smile in her voice. "Did you _really_ think I'd pass up my fave lip-gloss just 'cause a dark closet spooked me?"

Ben laughed. "You sly little _minx!_" he declared, quickly spinning them both around so that now Lo was the one trapped against the wall. As Ben playfully pinned her, Lo let out a squealing laugh of delight, which was quickly silenced by Ben's lips as they recaptured hers, his hands exploring the silky skin of her upper back, holding her close. Lo sighed happily through their kiss, before breaking away to playfully nibble on Ben's earlobe, but her teasing nips were quickly stopped as Ben's neck craned lower, to trail kisses along the side of her neck, turning Lo's giggles to soft, sensuous moans…

The two were so lost in each other they didn't even notice when the closet door was pulled open.

Her eyes blissfully closed, Lo found the energy to lazily open one…and _froze,_ standing stock-still as she saw who had walked in on them. "_Oh!_ Uh…uh…h-hi, Daddy!"

Ben paused his ministrations for a moment. "_Not_ funny, Lo."

Lo gulped. "_Not_ kidding, Ben."

That was enough to make Ben freeze; slowly releasing Lo from his embrace, he turned around…and saw the tall, well-muscled, black-suit-clad form of 46-year-old, ex-Army Ranger, hotel-chain-owner James Ridgemount, staring at the both of them, his fists clenched, and his eyes narrowed.

Ben gulped, somehow managing a smile. "Oh! Uh…g-good afternoon, sir!" he greeted. "F-Fancy meeting you here!"

James was dead silent, his glower only intensifying.

Lo giggled nervously. "D-Daddy, there is a _really_ good explanation for this…"

James' right eyebrow started to tick, as he pointed towards the elevator. "_You two. Back to work. __**NOW.**_"

Ben chuckled nervously. "Y-You got it, sir!" he agreed quickly. "Lo, shouldn't we both get back to work? You know, to our _separate_ jobs?"

Lo's giggle was just as nervous as Ben's laugh. "Uh…y-yeah!" she agreed. "I-I'm sure Kelly can spare an extra shift for me!"

"Exactly! Just like I'm sure Johnny has an extra hour or two for me! We're wasting time!" Ben exclaimed. "Thank you for reminding us, sir! We've got to get _moving!_" With that, Ben and Lo _sprinted_ towards the elevator, taking it down to the main floor.

Once they emerged from the elevator – and out of Mr. R's sight – Lo let out a cry of dismay. "Oh _God_, that _had_ to be the most _embarrassing_ moment of my _life!_"

""_Embarrassing_"?" Ben repeated. "Lo, your dad's _eyebrow_ was twitching! He was _furious!_" Panic gripped hold of him. "Oh God…a multi-millionaire, ex-Army _Ranger_ just caught me _making out_ with his _daughter!_ I'm a _dead man!_"

Lo looked stricken. "Ben, I'm sure Daddy wouldn't do anything like that…"

"Lo, he's probably calling in an _air-strike_ on my butt, right now!" Ben cried. "No, wait, he's probably fishing out his old sniper-rifle; I'll probably go out surfing, and then "fall off my board!" You know those guys: _one shot, one kill..!_"

"_Ben!_" Lo wailed.

Hearing Lo's distress, Ben forced himself to calm down. '_I'm okay, I'm okay; I faced down space-warlords, so I can handle this._' "Alright, Lo; I'm okay," Ben said. "We can fix this; we both just need to talk to your dad and tell him that we are dating, and that we really care about each other." He gulped. "We just…have to do that in front of witnesses; _lots_ of witnesses."

Lo started to calm down. "Good," she said, "because Daddy has _never_ approved of any of the guys I've dated; every time I've brought a boy home, one meeting with him was enough to send said boy running." She sniffed. "If he stays flavoured like that, he might try to break us up."

Ben paled. "Okay…that's a little tidbit I probably would've liked to know a little _earlier._"

Lo smiled guiltily. "Like I said the day after our first kiss: I was trying _not_ to scare you off."

Slowly, Ben's smile came back. "Well, I guess that just means I'll have to beat the odds." He shrugged. "I think I can do that."

Lo's smile brightened. "I was hoping you could."

Ben grinned. "I guess we'd better get to work, before your dad gets any madder, though." With that, they turned to go…

"_Tennyson…_"

At that ghostly whisper, Ben paused, turning around…and finding nothing. "Lo? Did you hear something?"

Lo blinked. "No…why?"

Ben looked around again, and then relaxed. "Never mind; it was probably the wind." Turning back, they both headed off…

…but as he walked, Ben just couldn't shake the feeling that something was wrong…

XXXXXXXX

_**Omnitrix Database**_

_**File-name:**__ Lodestar_

_**Species-name: **__Biosovortian_

_**Home planet: **__Polintia III_

_**Abilities: **__Subject is capable of generating magnetic fields in excess of 1500 tesla; upper limits of subject's magnetic field-strength is not known. Subject has exhibited the ability to overload electrical circuits and magnetize any and all known types of ferromagnetic material; subject's magnetic field has no effect on paramagnetic and diamagnetic materials. Subject also possesses the ability to fly via magnetic levitation, project defensive shields via magnetic repulsion, and project stun-bolts via magnetic hyperstimulation of target organism's brain. Subject is capable of repolarizing and self-regenerating following concussive blasts; disruption of subject's magnetic field can neutralize this ability._

_**Description: **__The children of the metal-based planet of Polintia III, the Biosovortian race was, literally, forged by their homeworld; born from the magnetized, liquid-metal core of the planet, these silicon-based organisms were natural electromagnets from the outset. Beginning as little more than silicon molecules, the progenitors of the Biosovortians magnetically attracted other metals, incorporating them into their alloys, gradually gaining sufficient mass and charge to attract themselves to the metallic crust of the planet, leaving the core behind. Alone on an inorganic planet, these alloys were in a state of constant chemical reaction, attracted to nearby metals, and absorbing electrons via redox reactions on contact; as time went on, the internal electron-transfers of these bio-alloys became more and more complex, until they mirrored the neural pathways of organic brains, and the Biosovortian race was born. In the millennia that followed, the Biosovortians began to control their own magnetic fields, their alloys gradually becoming bipedally-humanoid in shape, culminating with the modern Biosovortian as is known today._

_In modern times, these "living robots" are naturally equipped for deep-space exploration, since they require no oxygen or food, finding natural sustenance via cosmic rays. In addition, their magnetic fields make Biosovortians highly skilled metallurgists, as well as interpreters, since their ability to interpret electromagnetic fields allows them to bypass most language-barriers._

_ Author's Note: Hey, everyone! I'm back, with the next part of the Hanging Ten Saga! This story – and likely most of the ones that will follow it – won't be as long as the first instalment; I figure that this one will run only about 5 chapters. That said, I'll do my best to make sure that each and every story is just as thrilling as the original! Hope you all enjoy!_

_ Coming Soon:_

_ With Ben and Lo's relationship now on the boss' radar, our two lovebirds have got some major damage-control on their hands…_

_ …but when the hotel staff starts to see an eerie apparition, the groms realize that they've got another problem on their hands._

_ Can Ben and the groms solve this zombie-mystery?_

_ And is something far more sinister lying in wait?_

_ Find out, in "Dead Fish Walking," coming to your computer soon…_


	2. Dead Fish Walking

CHAPTER TWO: DEAD FISH WALKING

_Staff House, July 28, 2010_

After a mildly fitful night's sleep – punctuated by dreams of haunted rooms, ghosts, and weird chanting – Lo awoke in her own bed. Lifting her eye-mask, she saw the golden-orange rays of the morn peeking through the window, the silence broken by Emma's murmurs and Fin's snores from their own beds. Blinking the sleep from her eyes, Lo sat up with a yawn…which quickly turned into a smile as she remembered Ben's promise.

Quietly zipping out of bed, Lo changed out of her blue-white nightgown and into her bikini and sandals, before slipping out of the staff-house and heading down to the Office. Emerging from the woods onto the white sand, Lo's smile grew as she saw her boyfriend, in his green-black trunks, casually sitting on the blanket he'd spread, next to the picnic-basket he'd packed for them both, with the sunrise-red sky as a perfect backdrop. Seeing her, Ben grinned. "Morning, beautiful."

Suppressing a mild squeal, Lo again thanked her lucky stars. '_It's official: that Julie Yamamoto chick must have had brain-damage!_' Outwardly, she stayed cool. "Morning," she cooed back, sitting down next to Ben, nuzzling up against his shoulder.

Ben's smile grew. "Sleep well?"

Lo lightly pouted. "Not really; I had nightmares about ghosts, haunted suites, and weird chanting."

"Really?" Ben's eyebrow was arched. "Because I think I heard some kinda chanting, last night – it must have woken me up after midnight, but it died down before I could check it out."

Lo blinked. "Huh. Weird." Glancing at the basket, her smile came back. "So, what's on the menu?"

Ben's expression turned sheepish. "I'm afraid we're both gonna have to stick with PB&J sandwiches, plus orange juice," he confessed, pulling a plate with several slices of bread from the basket, followed by two jars, then cutlery, then a thermos, and then two glasses. "I was hoping to borrow some choice grindage from the DR, but yesterday was All-You-Can-Eat..!"

"Ben, we've both been eating staff-food for the past few weeks; compared to that crud, PB&Js are French cuisine!" Lo exclaimed. Taking a slice from the plate, she popped open a jar and spread a dollop of peanut-butter on it, before folding it and taking a bite. After a few chews, she sighed happily. "I'd almost forgotten what _real_ food tastes like!"

Spreading peanut-butter on one slice and jelly on another, Ben combined the two slices before taking a bite. "Probably not what you'd call 4-star cuisine, but at least we can safely say it's not still alive!"

"I _know_, right? I swear, that stuff looks like something Bummer pumped out of the Lobbyquarium shark's stomach!" Lo agreed. She sighed again. "We never had to worry about that swill in the Penthouse…"

Ben smiled gently. "Your Dad'll forgive you, Lo; don't worry," he soothed, before gulping. "Me, on the other hand…"

Lo took his hand in hers. "I can handle Daddy for now, Ben," she said. "Right now, you just need to stay out of sight for a little while so I can work on calming him down; once he's mellow…"

Ben shook his head. "Uh-uh, Lo; we _tried_ that, already," he insisted. "If I back down, your Dad'll never respect me; we both need to meet with him A.S.A.P. and clear this up."

Lo frowned worriedly. "Ben…"

"I'm serious, Lo; delaying this will only make things worse."

Lo sighed. "Okay, okay; first thing after our shifts, we go see Daddy."

Ben looked sheepish. "How about _second_ thing after our shifts?" he suggested. "You see, after my impromptu extra shift, yesterday, my folks cornered me…"

"…and they want to meet me?" Lo asked, smiling. "No problem here! Why the hold-up?" She giggled. "You're not _ashamed_ of me, are you?"

Ben chuckled nervously. "Of you? No." He scratched the back of his head. "It's just…they were probably expecting me to date a girl like…my _last_ girlfriend: cute and sporty. When they see I've somehow managed to catch the eye of a – and this is my Dad's term, here – _va-va-voom knockout like your mother_…chances are, they're gonna do something embarrassing."

Lo arched an eyebrow. "Like your mom all but _announcing_ that the sight of your dad in a kilt gets her horny?" she asked. "I _still_ can't go onto the golf-course when Dad's training, in case I catch them doing…stuff!"

Ben paled. "Good point."

Lo's smile turned flirtatious. ""Va-va-voom knockout"?"

Ben grinned, as he poured two glasses of orange juice. "Hey, if the shoe fits!"

Lo giggled, before taking one glass, and then looping her arm around Ben's, so their faces were drawn closer as they sipped their juice. "So, now that we've had breakfast…what do we do now?" she cooed.

Ben's eyebrows rose subtly. "What do _you_ think?" Lo smiled in response, as her eyes fluttered closed, her lips inching closer to Ben's…

"You two enjoying the view?"

At that inquiry, Lo's eyes opened, as she turned towards its source. "_Tyler!_"

Lo's cry of dismay caused Ben to look towards Ty, in his surf-gear, accompanied by Ripper, the tan-skinned Aussie, and his best friend and fellow senior, "No Pants" Lance, both in surf-trunks. Ty's expression was far from mellow. "I see you guys didn't waste any time."

Ripper looked apologetic. "Sorry, mates; we kept him off your trail as long as we could."

Ty looked incredulous. "You guys _knew?_"

Lance raised his hands. "Just that Ben _might've_ had a thing for Lo, Ty," he defended. "We didn't know they were actually going out, until now."

Standing up, Lo stamped her foot, her hands on her hips. "Because it was _none_ of your _business!_" she shouted. "You're _not_ my keeper, Tyler! You don't get to have a say in who I date..!"

"Lauren." Ben's voice was calm as he stood up next to her. "I think I can understand why your brother is worried."

Lo sighed. "Worried or not, Ben, he doesn't have the right to butt in!"

Ben remained patient. "In any case, Lo, he's here, so we might as well talk about it," he reasoned, smiling gently. "Trust me, okay?"

Lo nervously chewed her lip, but she nodded. "Okay."

As Ben walked towards him, Ty's eyes narrowed. "So you _are_ dating my sister."

Ben arched an eyebrow. "Is that a problem?"

Ty folded his arms. "I give you a free pass to the Office – sans Initiation – and this is how you repay me? By going out with my _baby sister_ behind my back?"

Ben didn't rise to the bait. "I'm going out with Lo because I _care_ about her."

"So did a couple other guys from our school, including a former friend of mine," Ty muttered. "They all "cared about her," before trying to go beyond second base; I treated my ex-friend to a knuckle-sandwich when he said he was planning on going "all the way." I know what guys in my age-group want, and they're not getting it from my sister."

Ben frowned. "You think I'm going to hurt her?"

Ty's eyes narrowed. "I think you can either walk away now, or be _carried_ away. Pick one, Tennyson."

Lo's fists clenched, ready to _throttle_ Ty…

Ben just folded his arms. "So that's it? I have to stop seeing Lo, or else?" he asked. "Real classy, Ridgemount. You actually think I would hurt her, after I stopped Kelly from dumping hot _oil_ on her? You really think that?" He snorted. "I'd rather rip my own arm off than so much as harm a hair on her head."

That statement knocked Ty off his game, if his widened eyes were any indication…which also caused Lo to blush.

Ben didn't let up. "Now, if you had any specific, logical _reasons_ as to _why_ I shouldn't date your wonderful sister, I'd be happy to listen to them and address your concerns." His eyes narrowed fiercely. "But if you expect me to stop dating her just because _you_ say so…then frankly, you're going to have to come at me with a _hell_ of a lot more than just _you_, Tyler," he growled. "Because I've seen and _dealt with_ guys who were _way_ scarier than _you._"

Lo beamed.

Ty's eyes were fully widened now…as he took one step back.

Ben's fierce glare lessened. "Are we done here?"

Ty gulped. "Yeah, we're…we're done."

"Good," Ben replied, sighing, "because Lo and I have enough to deal with, now that we have to talk to your dad about…things."

Lance paled. "Wait…_Mr. R._ knows about you two?"

Lo nodded. "Uh, yeah; Daddy caught Ben and I making out in a supply closet."

Ty's expression was now one of abject _horror_, matched by those of his friends. "You…you poor _wanker!_" Ripper cried. "He's…he's gonna go _thermonuclear_ on your butt!"

Ben's expression went flat. "Thanks for the vote of confidence, guys."

Ty gulped. "Ben…are you actually going to…to _talk_ to my Dad about that?" he murmured. "Just tell me when you're gonna try, okay? You know, so I can be on the _other_ side of the hotel?"

Ben sighed. "We'll keep you posted, Tyler."

Ty smiled nervously. "Good luck!"

Ripper nodded. "You're gonna _need_ it." With that, the three of them headed off.

Ben groaned, as he turned towards Lo. "Well, I'm certainly optimistic about my chances _now._"

Lo's expression, however, was anything but bleak. "Ben, that was _awesome!_" she squealed, hugging him. "You totally _rattled_ him!"

Ben shrugged. "I wouldn't say _that,_" he answered. "I just…made him realize that I was serious."

A rosy tint crossed Lo's face at that remark. "None of the boys I've dated have _ever_ had the guts to stand up to my brother like that."

A dry chuckle escaped his lungs. "If only that were enough to impress your _dad._" His tone turned serious. "We'd better clear out; we're due at the hotel in fifteen."

Lo nodded with a flirtatious smile. "Okay…but we're not _quite_ done," she teased. "Weren't you about to kiss me?"

Ben grinned. "That I was." With that, they inched closer to each other, embracing as their lips met in another blissful dance of pure desire, becoming lost in each other for several wonderfully long minutes.

Work could wait just a little longer, Lo reasoned; surely nobody would mind if they were just a _few_ minutes late, right?

XXXXXXXX

_Dining Room, Surfer's Paradise Hotel_

"When I tell you to be on _time_, Ridgemount, you had _better_ be on time!"

As she scampered to put away the latest set of used dishes while fetching the next order of the DR's breakfast-crowd, Emma, clad in her serving-wench's uniform, could only watch helplessly as a _slightly_ tardy Lo, also in uniform, practically got her _ears_ chewed off by their supervisor. Finally, Kelly's tirade came to an end, allowing an annoyed Lo to head into the kitchen. "Okay, Emma? The _next_ time I say that being late wouldn't hurt anything, _shoot_ me!"

Emma suppressed a guilty chuckle. "Your and Ben's picnic ran late?"

Lo sighed. "You could say that," she muttered, as she yawned. "Getting a bit more sleep would've helped."

Now it was Emma's turn to yawn. "Ditto," she agreed. "This weird chanting kept me up."

Lo's eyes went wide. "You, too?" she exclaimed. "Okay, now this is getting _majorly_ freaky! Ben said that's what kept _him_ up!"

Emma looked nervous. "Hey, you don't think there's some _other_ weird stuff going on around here…"

"Uh, _ladies?_" Kelly's frowning visage poked itself in through the doors. "_Not_ getting paid to blab! Get moving!"

Sighing, Emma took her latest set of orders. "We'll talk later." Nodding, Lo quickly picked up her own set of dishes, and followed Emma out.

Within a few minutes, Emma had delivered her orders, and was on her way back to the kitchen when she spotted a familiar face. "Kahuna?"

Sitting in the table closest to the kitchen, the 40-something beachcomber, in his usual brown shorts and Hawaiian-style t-shirt, glanced towards her. "Oh, hey, grom-ette."

Bewildered by the depressed tone of his voice, Emma arched an eyebrow. "Are you okay?"

The Kahuna sighed. "Not so much, bra; I'm still a little bummed about Fluffy."

Emma blinked. "What's a Fluffy?"

"My pet, dudette."

That remark caused Emma to gasp. "Your…your pet died?"

"Yep; right now, the Fluffster's off swimming in that big Lobbyquarium in the sky."

Emma paused. "Wait…your pet was a Lobbyquarium _fish?_"

"Yeah, bra…at least until Kelly got a hold of him," The Kahuna answered. "The betty scooped him out, and the chef chopped him, rolled him in crumbs, and deep-fried him in coconut oil; poor little dude got a fish-stick-funeral, yesterday."

Emma went pale. "Oh my God…I-I just _served_ fish-sticks that were prepared yesterday!" she cried. "Oh, Kahuna, I'm so _sorry!_ If I'd had any idea that it was Fluffy..!"

"It's okay, bra; you didn't know," The Kahuna said, a wistful smile on his face. "Last night, I gave Fluffy's spirit a proper send-off: we're talking chanting, pyrotechnics, the _works._"

Emma chuckled. "So _you_ were making all that noise, last night!"

The Kahuna nodded. "10-4, betty; Fluffy's spirit should be satisfied."

Emma smiled. "Well, that much is good to hear." She glanced to the kitchen. "Listen, I gotta go…"

"No worries, grom-ette; I'll be mellow, eventually. You get back in there." Nodding, Emma turned, and headed into the kitchen.

As she walked through the doors, Lo was already inside, as was Kelly, bearing her trademark scowl. "Didn't I just _say_ you weren't getting paid to blab, Mackenzie?" she snapped. "If you're not taking orders, you're moving dishes in here, not talking to some old surf-bum!"

Emma frowned. "Maybe I wouldn't _have_ to, if _somebody_ hadn't cooked his pet _fish!_"

Lo gasped. "You cooked his _pet?_" she cried. "God, what's _wrong_ with you?"

Kelly rolled her eyes. "Oh, please; how the hell was I supposed to know?" she muttered. "The Lobbyquarium – and anything living in it – is Resort property! It's not my fault that old geezer got attached to some stupid fish; he should look into getting a _life!_"

Emma's eyes narrowed in fury, but before she could deliver her remark, another voice drowned her out. "_AAAAIIIIIIEEEEEEEEEE!_"

Lo blinked at that high-pitched scream. "Was that…Le Chef?"

Kelly arched an eyebrow. "Sounded like him." With that, she walked towards the inner kitchen, opening the doors and walking in. "Chef? What's the problem?"

Peering into the kitchen, Emma and Lo saw the rotund Frenchman hiding under a table. "_Un monstre!_" he wailed. "_Un monstre de croquette de poisson!_"

Lo was dumbfounded as she translated. ""Monster fish-stick"?"

Kelly rolled her eyes. "Are you kidding me, Chef?" she snapped. "You're not trying to get Mr. Ridgemount to upgrade the kitchen again, are you?"

"Non, mademoiselle! I saw it!" Le Chef cried. "I was preparing zhe evening specials when zat…_croquette de diable_ attacked me! I was lucky to escape with my life!"

Kelly sighed. "Yeah, and _last_ year, it was rats the size of Chihuahuas!" she sneered. "At least come up with something _believable!_"

Looking around, Emma spotted a slimy-looking trail on the floor, leading towards the service-entrance. Leaning down, she slid her finger along it, picked up a sample, and sniffed. "Coconut oil?"

Lo leaned down next to her. "Wait…you don't think he's serious, do you?"

"Stranger things have happened, remember?" Emma whispered. "You know better than most."

Lo lightly blushed. "Well, okay, but…monster fish-sticks? Seriously?"

Emma looked worried, as she followed the trail with her eyes. "I don't know…"

XXXXXXXX

The noon sun was shining high over the Surfer's Paradise rear runner's track, turning the asphalt track into a ring of desert-heat: the perfect challenge for running fanatics. All along the tracks, runners of all ages jogged and sweated along it, some sprinting, some strolling, and some at an even pace in-between…but only one was moving at a slow-but-steady pace.

Clad in full traditional Scottish garb – a red-green kilt, flat shoes, and nothing else – James Ridgemount let out low grunts of exertion with each step he took, his muscles straining to hold up the heavy weights in each hand, the strain sending a light sheen of sweat over his Army Ranger tattoo on his shoulder as he plodded towards his starting point, refusing to quit until he reached his old record at _least._

At last year's Highland Games, he'd taken both the gold and the record in the Farmer's Walk, and he'd be damned if he did any less, this year.

His every moment a world of agony, James forced his feet to move: one step, two steps, three steps, four…and then he was over his mental finish-line. Taking a few deep breaths, James forced out five more steps…and then stopped, carefully setting down the weights, and then standing upright, walking towards the bleachers, where his water – and his biggest fan – waited.

Perched coyly on the bench, in her usual violet t-shirt, light yellow sweater, and slim jean-capris, accentuating her supermodel figure, 39-year-old Gloria Ridgemount beamed, her dazzling smile turning flirtatious, her blue eyes twinkling behind several of her mid-length chestnut bangs. "That was _amazing_, honey!" she cheered. "A new personal best!"

Managing a weary smile, James sat down next to her, popping open his water-bottle and taking a sip. "If I can do _that_ at the Games, I should be okay."

Gloria nodded. "What were you carrying? 150 pounds?"

James chuckled. "175."

Gloria sighed dreamily. "I will _never_ get tired of watching my he-man husband lug heavy weights around in nothing but a kilt!" she cooed. Draping herself over his lap, she looped her arms around his neck. "You're not _too_ tired out, are you James?"

Chuckling, James embraced his wife, savouring her breathy gasp as he pulled her close. "For you? _Never!_" he promised. His grin became a bit strained. "I just needed a good workout to take my mind off…things."

Her smile fading, Gloria sighed; she knew what _that_ meant. "You're still upset about Ben and Lo."

James frowned. "After seeing them sneak around?" he muttered. "Yes, Gloria, I am still a little upset."

Gloria nervously chewed the side of her lip. "James, we both know our little girl isn't a little girl anymore," she reasoned. "Ben wasn't the first boy Lauren has kissed, and believe me, I was even _less_ thrilled about her first choice than you were!" She smiled gently. "Plus, it's not like we didn't see this coming: you remember how upset she got when Ben was about to quit – she was borderline hysterical! She's _never_ been like that about a boy, before!" She shrugged. "Besides, haven't we both said – and _seen_ – what a nice, responsible young man Benjamin is? I think he's been a _good_ influence on her!"

James was visibly distraught. "They were in the _janitor's closet_, Gloria!" he lamented. "_The JANITOR'S closet!_"

Gloria sighed. "Well, okay, so maybe that wasn't the _smartest_ decision," she admitted, "but they're _teenagers_, James! They're _young!_ They're bound to make dumb mistakes like that!" Her flirty smile came back. "Don't you remember _our_ first date?" she cooed. "You did a _lot_ more than just _kiss_ me…"

A bit flushed, James cleared his throat. "That…that was a little different, Gloria; we were both _adults_. We _knew_ what we were getting into."

Gloria laughed. "I was in _university_, mister! And you weren't _that_ much older!" she teased. "We _both_ made some impulsive choices at that concert!" Her smile turned soft. "And they were the _best_ choices we ever made."

James couldn't argue with her on that one. "I know that, Gloria," he whispered. "It's just…there's no guarantee Lauren will have our luck, and I don't want her getting hurt…"

"Lauren is my daughter as much as yours, James, and _that_ means she has _my_ instincts about men, which are pretty darn _amazing_, if I do say so, myself!" Gloria countered. At her next words, her voice turned breathy, as she gazed at him through her eyelashes, gliding her hands up alongside her slenderly substantial curves. "Besides…when something's right…there's just no _fighting_ it…"

She wasn't just talking about Ben and Lauren, anymore.

Smiling back at his wife, James was instantly revitalized; scooping her into his arms, James stood up, savouring her startled squeal. "Then I suppose there's no sense even trying to, is there?"

Gloria shrugged. "I can't think of a reason to."

Carrying her back towards the hotel – and their penthouse home – James' smile turned to a full-out grin. "Good, because neither can I."

XXXXXXXX

_A few minutes earlier_

It took almost ten minutes to coax Le Chef out from under the table, at which point lunch-orders had almost built up to overflow capacity, leaving Lo and Emma scrambling to keep up; by the time all the customers' meals had been served, Lo was dead on her feet, plopping down into a chair at the lone empty table, while Emma flopped into the seat next to her. "So…tired…" was Emma's piteous moan.

Lo wasn't much better. "Just…five more minutes," she groaned, before she remembered. "And then…the _real_ battle starts."

Emma flinched. "You're gonna talk to your Dad?"

"I kinda have to," Lo answered. "Ben and I just need some way to…_Rosie!_"

Lo's call drew the attention of the middle-aged, slightly plump Hispanic head maid of the hotel. One mahongany eyebrow arched, Rosie Sanchez shook her head. "No."

Lo pouted. "But Rosie, I haven't even _asked_ you anything, yet…"

"…and you're not _going_ to, missy," Rosie answered, sitting down and opening her bag-lunch. "All I want is to enjoy my one break in peace."

Lo smiled sheepishly. "It's nothing major, Rosie; I just need one _teensie_ favour…"

"The _last_ time I did you "one teensie favour," Bummer ended up having your Jeep towed out of the hotel pool."

Lo wilted. "I _know_, okay?" she confessed. "How many times do I have to say it? I messed up big time! I'm _sorry!_" Her expression turned stricken. "But this is a major _emergency_, Rosie; I wouldn't ask, otherwise!"

Putting her sandwich down, Rosie sighed. "I swear, I'm a glutton for punishment…what is it?"

Lo beamed. "I just need you to get me and Ben into the penthouse for just five minutes…"

Rosie shook her head. "Not a chance, princess. Your father was clear: he doesn't want you within 500 _feet_ of the penthouse! I let you in, and it's my _job!_"

"But we _need_ to talk to Daddy, Rosie!" Lo pleaded. "It's a matter of life or death! My relationship with Ben is on the line!"

Rosie arched an eyebrow. "You and Max's grandkid?" she asked. "Why would your father care about that?"

Lo gulped. "Because Daddy walked in on Ben and I making out in the janitor's closet, yesterday."

A cruel cackle choked off Rosie's reply. "Did I just hear _right?_"

Frowning, Lo craned her neck to see a smirking Kelly standing behind them. "You and _Tennyson?_" Kelly chortled. "And your father _saw_ you?" She let out another laugh. "Oh my _God!_ You two just made my _day!_"

Emma's eyes narrowed. "Ever hear of _privacy_, Kelly?"

Kelly ignored her. "I was hoping Bummer would just _fire_ Tennyson's ass, but this is so much better! Mr. Ridgemount is going to _nuke_ him!" she cackled. "Best news I've heard all _week!_"

"What news?"

Hearing Ben's voice, Lo turned to spot her boyfriend, in uniform, as he walked in…as did Kelly. Fixing Ben with a cruel smirk, Kelly chortled, one last time. "Oh, Tennyson, I would _not_ want to be you." With that, she headed back into the kitchen.

Ben blinked. "Kelly's in a _good_ mood?" he asked, gulping. "Is there a hurricane or an earthquake on the way, or something?"

Emma shook her head. "No; she just knows about the little indiscretion you and Lo had, yesterday."

Ben paled. "That would do it."

"Only if Daddy stays tweaked!" Lo said, smiling. "If we can just talk to him and Mom, we can clear it all up, and Rosie was going to let us in to talk to him…right?"

Rosie sighed. "Five minutes," she muttered. "You two have five minutes, and you did _not_ get let in by me…"

"_EEEEEEEEEEEKKKKKKKKKKK!_"

That feminine scream echoed from the kitchen, accompanied by clattering dishes, startling them all out of their conversation. Emma's eyes were wide. "Was that…_Kelly?_"

Ben was already in motion. "Come on; we'd better check it out!" As he darted into the kitchen, Lo followed, along with Emma and Rosie.

The scene they encountered was worse than one of Emma's foul-ups in her first week: broken dishes were everywhere, smeared with cooking-oil, with a dishevelled Kelly at its epicenter, her pirate's hat knocked off, her hair askew, and her eyes crazed with fright. Emma gasped. "Kelly? What happened?"

Panting with terror, Kelly answered. "_Z-Zombie fish-stick!_" she wailed. "Yellow eyes! Slime! _Teeth!_ Bread-crumbs! _T-Tried to KILL me!_"

Rosie arched an eyebrow. "Well, that's an original excuse if I ever heard one," she said. "But it's still an excuse, Kelly; nobody's falling for it."

"I'm not kidding, Rosie! I was just picking up an order when this thing _jumped_ me!"

Taking a good look at the slime, Lo slid her finger along it, and sniffed. "More coconut oil!"

Emma's eyes were wide. "Just like with Le Chef!"

Taking a close look, Ben's eyes narrowed. "It _does_ look like there's a trail, here…"

"You're not actually _buying_ this malarkey, are you?" Rosie asked. "I've seen every single excuse around here – and invented more than _half_ of them! Kelly's just bucking for time off!"

Looking at Kelly's semi-crazed expression, Lo smiled sheepishly. "Kelly?" she asked. "I'm just…gonna punch out now, okay?" Kelly didn't respond. "Okay, then! 'Bye!" With that, she, Ben, and Emma headed out of the kitchen.

Emerging in the DR, Emma gulped. "Okay, that's _two_ sightings of a fish-stick monster! What's going on?"

Lo turned to her boyfriend. "Any ideas, Ben?"

Ben looked grave. "There's definitely something going on, here," he murmured. "I'd better tell Gwen and Kevin, so the three of us can look around." He sighed. "Right now, though, we have a more pressing concern: my folks."

Lo chuckled. "Oh?"

"Yeah; they cornered me while I was on room-service detail and wrangled me into bringing my new girlfriend to meet them. Sorry."

Lo shrugged. "Okay; we can just pop by for a meet-and-greet before we go see Daddy. No big!"

Emma chuckled. "_Riiiiight,_" she said. "I'm gonna keep an eye out for any fish-sticks with eyes."

Ben nodded. "Let us know if you see anything, okay?"

"Okay." Emma giggled. "Good luck!"

Ben groaned. "Yeah, we'll _need_ it." With that, he and Lo headed out of the DR.

XXXXXXXX

"So you're _sure_ you're okay with this?"

As they walked through the hotel corridors, Lo, back in her usual sundress, laughed. "_Yes,_ Ben! I'm fine!" she answered. "Compared to my folks, this'll be a _breeze!_"

Walking beside her, back in his usual clothes, Ben sighed. "Alright, just…don't say I didn't warn you."

Lo giggled, threading her arm around his. "Come on, Ben; your family can't be _that_ embarrassing…"

"You'd think so." By then, they had reached the suite. "Before we go in, let me do the talking first, okay?" Ben asked. "Just…hold back until I ask you to come in?"

Lo nodded. "No problem," she said. "Trust me: I know how to make a good first impression!"

Ben grinned. "Says the girl who nearly gave me a concussion."

"Shut _up!_" Lo laughed, giving him a playful shove. "I was a little stressed-out, at the time!"

Chuckling, Ben nodded. "I know, I know," he relented, before taking a deep breath. "Well…here we go." With that, Lo stepped to the side of the door, allowing Ben to knock on it.

To his surprise, it wasn't his parents that answered, but Gwen and Kevin. After a few blinks, Ben spoke up. "Oh, so this is where you guys are staying?"

Gwen nodded. "When we told them we were passing through here, Uncle Carl and Aunt Sandra said we could bunk with them," she answered, as her expression turned worried. "So, you're going to introduce Lo to..?"

"Yep," Ben answered. "I just…didn't expect you two here."

Kevin grinned. "Yeah, like we're gonna miss _this._"

Gwen sighed, before she called out into the suite. "Uncle Carl! Aunt Sandra! Ben's here!"

Seconds later, Ben's parents came to the door. Seeing their son, Carl smiled. "Ben! You made it!"

Smiling sheepishly, Ben scratched the back of his head. "Yeah, there was a little…mishap at work; I got delayed."

Looking around, Sandra chuckled. "Well, Ben? Where is this special girl that's caught my baby's eye?"

As Kevin snorted, Ben fought the urge to punch him. "Look, before I introduce her…could you both just _promise_ to be cool about it?"

Carl blinked. "What do you mean, son?"

Sandra nodded. "We're both hip!"

Ben managed to avoid putting a hand to his forehead. '_Oh, God…_' Aloud, he said, "I mean, I'd rather if you two kept _calm_ when I introduce her."

Sandra laughed. "Can't we just be glad that you found someone after..?"

"I'm aware of what I was like after…that incident, Mom!" Ben interrupted. "And I'd rather not scare off my new girlfriend with my parents gushing about it!" '_Considering I almost did that with Cannonbolt._' Taking a deep breath, he finished, "Whatever you might say when I introduce her, _please_ just stay calm, and _curb yourselves._"

Carl chuckled. "Ben, you're acting as if we're going to embarrass you!"

"Dad..!"

Carl sighed. "Fine, son; if you want us to be calm, we'll be calm."

"Good," Ben replied. "Okay, then…here she is."

As Ben stepped aside, Lo took that as her cue; donning a dazzling, high-voltage smile, with the precision and grace of a prima ballerina, she took one step into view, her hands laced together behind her back. "Hi, Mr. and Mrs. Tennyson! I'm Lauren!"

Her eyes going wide, Sandra was struck silent.

Blinking owlishly, Carl looked at Lo, then at Ben, then at Lo again…before he beamed proudly at his son. "_Atta BOY!_"

Ben wanted to pound his own head against the door-frame.

Utterly unashamed, Kevin laughed out loud, leaning against the wall for support. Gwen tried to admonish him, but couldn't…due to the fact that she was barely suppressing chuckles of her own.

Managing to suppress his door-headbutting impulse, Ben recomposed himself. "Didn't I just _ask_ you both to stay calm?"

Chuckling guiltily, Sandra managed a sheepish smile. "We're sorry, Ben," she said, "but…this is just such a surprise!"

Ben snorted. "Is it _so_ hard to believe another girl might like me, Mom?"

Sandra shook her head. "Of _course_ not, honey; it's just that…after Julie, we were afraid that girls might not be able to handle…you know."

Lo blinked. "You mean the Omnitrix?"

That startled Ben's parents enough for Ben to step in. "Yeah, Mom; Lo knows."

Carl was just as surprised as his wife. "You…told her?"

Nervously, Ben scratched his head. "I kinda had to, Dad."

Kevin chuckled. "Connor and the Forever Knights didn't give him much of a choice."

Sandra's eyes went wide. "_What?_"

'_Thanks, Levin,_' Ben mentally grumbled. "Mom, it's okay; Gwen, Kevin and I _dealt_ with them. They're gone."

Lo nodded, lacing her hand through Ben's. "Our friends and I would've _died_ if it wasn't for Ben, Mrs. Tennyson," she said. "Trust me: I'm okay with it."

That seemed to satisfy his parents, Ben noted, and not a moment too soon. "Well, I'm afraid we have to dash, guys; Lo and I have to meet with _her_ parents."

Carl arched an eyebrow. "Why?"

Ben grimaced. "You _don't_ want to know, Dad," he answered. "Take my word for it."

Lo managed one last smile. "It was nice meeting you!" she chimed. "We'll be by later, 'kay? Bye!" With that, she and Ben headed back out.

Once they were far enough away, Ben leaned against the wall, his forehead colliding with plaster. "Oh, _God…_"

Lo just giggled. "_Told_ you your folks wouldn't have a problem with me!" she teased.

Ben half-smiled as he met her gaze. "So I saw," he answered. "Of course, after seeing _mine_, you're probably horrified at the thought of dating me."

As if deep in thought, Lo's finger went to the corner of her mouth. "Hmm…_nah!_" she replied. "I've seen more embarrassing 'rents than that!"

"Good to know." Taking a deep breath, Ben added, "I guess now we'd better go talk with yours."

Just as nervous as he was, Lo nodded. "Like you said: no sense putting it off."

After they'd taken the elevator to the penthouse level, the two of them found Rosie waiting at the penthouse's door. Seeing them, the head nurse sighed. "Like I said, princess: _five minutes,_ and you never saw me do this."

Lo lightly squealed. "You're the _best_, Rosie!"

Rosie snorted. "Yeah, if I had a dollar every time I heard you say…huh?" Her hand had just been on the doorknob to unlock it when the door swung open.

Ben blinked. "It…wasn't locked?"

Rosie shrugged. "Works for me!" she said, heading to the elevator. "In this case, I wasn't here, and I never saw you two! Good luck!"

As Rosie left, Lo took a deep breath. "Okay…here we go!" With that, she walked into the penthouse. "Daddy?"

Gulping, Ben followed his girlfriend into the penthouse…and did a double-take. "Holy mother of…Lo, you live _here?_"

Glancing around the spacious, amphitheatre-style living room – complete with an upper level, white stone columns, a plush couch, a plasma TV, and sliding doors leading out onto the main pool-deck – Lo sighed glumly. "I _used_ to live here, Ben," she lamented, before she looked around. "Mom? Daddy? It's just us!" she called. "I know I'm not supposed to be here, but Ben and I really need to talk to you!"

As only silence answered Lo's call, Ben felt uneasy. "Are you sure your dad's here?"

"He always sticks around the hotel when he's training for the Games; he must've just stepped out!" Lo reasoned. "Ty, are you here? Where's Daddy?" As silence filled the air, her eyes narrowed. "George, you'd _better_ not be trying to prank us, you scummy little troll..!"

A soft _thud_ cut off her warning. "That sounded like it came from the kitchen!" Lo exclaimed, prompting her and Ben to head towards the kitchen. Pulling aside the sliding door, they both glanced in…and were struck silent with utter _horror._

In the middle of the large, modern kitchen was a fairly large, marble table…and at the end of it was none other than James Ridgemount, utterly nude, with only his wife's legs around his waist; lying back upon the table, as naked as the day she'd been born, Gloria Ridgemount arched her back as she let out a sensuous moan, completely lost in the throes of pure ecstacy…

Ben couldn't move, his feet turned to lead blocks by the sight.

Lo could only make a faint choking noise in the back of her throat.

Hearing that sound, James glanced over his shoulder. "_L-Lauren?_"

Letting out a scandalized shriek, Gloria grabbed James' kilt, covering her chest with it. "Oh! L-Lauren! Ben!" she exclaimed, her cry tuning to a nervous laugh. "We…we didn't hear you come in!"

Lo's mouth hung open, unable to even speak. Slowly, Ben reached over, and slid the door shut again.

The horrifying sight gone, Lo's lip quivered. "Oh, God…_oh, God, my EYES! MY EYES!_"

Ben was on the verge of hyperventilating. "T-_Tomorrow!_" he stammered, heading out of the penthouse in a daze. "We'll…talk to them _tomorrow!_"

""Tomorrow"? Try next _month!_" Lo wailed. "Oh, God…I take it back! _That_ was the most embarrassing moment of my life! I'm _never_ going into that kitchen, ever again! How can they do…_that_ where I used to _eat?_"

Ben started to get his breathing under control. "It…it's okay, Lo," he tried to reassure her. "We'll be okay…as long as we speak of this to _no-one._"

"No offence, baby, but I don't even want to speak of this to _you!_" Lo cried. "If anyone asks, we went for a surf-sesh! Got it?"

Ben nodded. "Got it."

"Good." Suddenly, Lo's cell-phone started to beep, prompting her to check it. "It's Emma: she says Gwen may have a lead on our fish-stick monster."

Ben actually breathed a sigh of relief. "Finally, a problem we can _do_ something about!" With that, the two of them headed to the elevator…getting as far away from the penthouse as they possibly could.

XXXXXXXX

After calling Ben and Lo, Emma quickly dialled up the others, telling them what she'd found out on her break; within minutes, Gwen, Kevin, Fin, Reef, Broseph, and Johnny had joined her in the now-empty DR, along with a guilty-looking Kahuna. "Okay, bra, what's the problem?" Broseph asked.

Fin sighed. "Is this about that zombie fish-stick you were talking about, earlier?" she asked. "_Tell_ me you don't actually believe _Kelly,_ of all people!"

Emma shook her head. "No, but I'd believe Kahuna!" she defended. "Kahuna, tell them what you told me!"

The Kahuna grinned guiltily. "I…kinda messed up big time, bros," he confessed. "Just yesterday, I had to say goodbye to a little fishy pal of mine…"

Broseph looked stricken. "You lost _Fluffy_, dude? Aw, man, Kahuna, I'm _sorry._"

"Appreciate it, dude, but I digress," Kahuna continued. "Last night, I gave the Fluffster what I thought was a psychedelic sendoff…but as it turns out, I picked the wrong book."

Glancing at the book Kahuna was holding out, Kevin arched an eyebrow. ""The Basics of Fish Exorcism"?"

"Yeah, man; tried to send Fluffy to a happy place, but I ended up yanking him _back_."

Reef paled. "Oh, man…you mean, there really _is_ a zombie fish-stick crawling around here?"

Johnny looked ready to faint. "I _knew_ I should've included "acts of God" in my life-insurance policy…"

Fin rolled her eyes. "Oh, for the love of…Gwen, will you _tell_ these kooks that there's no zombie around here?"

Taking the book, Gwen passed her glowing hand over it, her eyes closed, before she opened them, looking nervous. "I wish I could Fin, but Kahuna's right: this book _did_ channel life-energy back into this plane."

Fin's annoyed expression vanished. "You mean, it _is_ a zombie-Fluffy?"

Gwen shrugged. "The book pulled _something_ back here."

At that moment, Ben and Lo both hurried into the DR, sporting identical expressions of anxiety. "Finally!" Emma exclaimed. "Where were you guys?"

"Surf-sesh!"

"Shopping!"

Both Ben and Lo spoke at the exact same time; hearing their conflicting responses, they looked at each other, and tried again. "Shopping!"

"Surf-sesh!"

Grinning, Reef gave Ben a thumbs-up. "Scoring a little mid-break make-out, bro? Nice!"

Ben sighed. "What's the situation?"

Kevin shrugged. "Long story short, Kahuna reanimated a fish-stick trying to bury his pet fish, and now it's running loose in the hotel."

Ben blinked. "Oh."

Lo's nose scrunched. "You mean, _EW!_"

"That, too," Emma agreed. "So, what do we do?"

Ben was about to reply, but a familiar voice interrupted him. "Maybe I can help?"

Gwen responded to the voice a second before Ben could. "_Grandpa!_" Gwen cheered, rushing over to hug him. "What are you doing here?"

Still in his usual Hawaiian t-shirt and faded jeans, Max Tennyson shrugged. "Well, when I heard that your Uncle Carl and Aunt Sandra were stopping by, I figured the least I could do was pass on through!"

Broseph grinned. "_Man,_ Madcap, are we _ever_ glad to see you!"

"So I gathered!" Max replied, meeting his grandson's gaze. "Did I hear right, Ben? You're all trying to track some kind of…zombified fish-stick?"

Ben had to admit, put that way, it sounded pretty dumb. "That's what it looks like, Grandpa."

Max arched an eyebrow. "Huh. Well, I have to say, that's a new one," he remarked. "Fortunately, your grandmother and I have had some experience dealing with the not-quite-living."

The Kahuna blinked. "You dealt with zombies, Madcap? When'd _that_ happen?"

"Trust me, son: you don't want to know."

Emma beamed. "So you'll help us?"

Max nodded. "This thing has gone after the head chef and the head waitress, correct?"

"Yeah!" Fin answered. "So who's it going to go after next?"

"Well, from my experience, when given the chance, zombies often go after the ones who made them that way," Max said. "In this case, this fish-stick went after the people who cooked him: the waitress for picking him, and the chef for doing the deed. Who else has had any contact with it?"

Emma went pale. "I-I…I _served_ fish-sticks that were prepared, yesterday…"

Max sighed. "And we have a winner."

Johnny flinched. "This thing's going after _Emma?_" he exclaimed. "What do we do? We have to stop it!"

"Easy, son; we _will_," Max reassured him. "We just have to _find_ this thing, first…and Emma's going to help us do it."

Emma looked stricken. "How?"

Ben started to catch on to his grandfather's thinking. "What's the plan, Grandpa?"

Grinning slyly, Max answered him. "Listen carefully, everyone…"

XXXXXXXX

_The Office_

With the evening sun fading away, twilight was upon the Office, casting eerie shadows along the beach, turning the nearby woods into an unnervingly dark thicket, made all the more eerie by the silence…save for one sound.

As it slithered along the ground, the reborn entity made its way towards the beach, inching little-by-little towards the sand. It was close, now; just a little more, and it would be free of this place…

At that moment, a red-haired, bikini-clad girl, carrying a surfboard, walked onto the beach, gazing at the surf pensively. The entity recognized her in seconds; it was the girl who had tried to serve it as a meal..!

It was too tantalizing to resist: freedom _and_ revenge. With a bestial snarl, the reanimated fish-stick rapidly inched out of the woods, curling up and pouncing at its would-be executioner…

"_NOW!_"

At Max's shout, he, Kevin, Gwen, Kahuna, and Johnny yanked on the line attached to the rock-climbing harness Emma was wearing; the line instantly went taut, hauling Emma straight up to an overhanging tree-branch, causing the fish-stick to fly by under her feet. As the undead snack skidded to a stop, Ben darted out of the woods, brandishing a pool-cleaning net; with one swing, he slammed it down on top of the fish-stick, trapping it inside. "I got it, guys!" he reported. "I got it…_CRAP!_ Broseph, Reef, move in!"

Ben's exclamation came just as the zombie-stick gnawed through the netting with its fangs, inching free; seconds later, Reef and Broseph ran out, each bearing nets. Closing on the zombie-stick, they both swiped at it, trying to catch it, but the undead snack hopped clear. Following the two guys out, Fin darted at the snack, raising her foot and stomping down on it.

_SPLAT!_

Fin's foot-stomp sent the greasy mini-zombie sliding out from under her sandal, causing it to fly across the beach…and impact against Lo's face. "_EEEEWW!_" Lo screamed, quickly swiping the fish-stick away. "_Zombie-slime! GROSS!_"

As the zombie-snack skidded to a stop, it turned towards the ocean, inches away. With a low hiss, it decided to cut its losses, and began inching towards the water…only to get impaled by a flying fork, letting out a scream of anguish.

As he, Max, and Kevin lowered Emma back to the ground, Johnny smiled. "Nice _shot_, Kahuna!"

Sighing sadly, The Kahuna walked over to the now completely dead fish-stick, picking up the fork that had shish-kebabed his former pet. "Rest in peace, Fluffy," he said, before he flicked the fork, sending the stick flying off, far out to sea.

Gwen looked worried. "Kahuna, are you _sure_ that was a good idea?"

"It's what the Fluffster would've wanted, grom-ette," The Kahuna said. "Besides, it was either that or eat him."

Reef turned green. "Aw, _dude!_"

Fin looked just as nauseous. "_Nasty!_"

"Okay, that was officially the _second_-grossest thing I've ever seen!" Lo wailed.

Emma blinked. "What could be worse than a real, live zombie?"

Flushing, Lo didn't answer, looking to Ben helplessly, who looked just as anxious. Kevin started to smirk. "This got anything to do with why you two were late?"

Ben raised his hands. "We're not talking about it, Levin; we are _never_ talking about it!"

Reef arched an eyebrow. "Dude, what gives? You're acting like you walked in on your folks doing it!"

Gwen chuckled. "Fat chance, Reef; I was there when Ben and Lo talked to them! They were just on their way…to…go…" Her voice trailed off as she saw the twin expressions of horror that her cousin and his girlfriend were wearing. "_No…_you…you _didn't…_"

Ben's denial was automatic. "We did not say _anything_, Gwen!"

Kevin laughed. "Oh my God, that's _priceless!_" he guffawed. "You both walked in on Mr. and Mrs. _R?_ _Classic!_"

Lo bristled. "_SO_ not funny, Kevin!"

Ben groaned. "I don't know how we can even _look_ them in the eye, ever again!"

Fin looked ready to barf. "Ugh, I don't blame you!" she moaned. "I'd _kill_ myself if I ever saw something like that!"

"I know! It was _horrible!_" Lo cried. "It was like…two _wildebeests_ going at it! I used to have _breakfast_ on that kitchen table!"

Max sighed. "Well, sweetie…your parents do love each other…and when two adults love each other, they tend to…well…you get the idea."

"But do they have to do that _where I EAT?_"

Broseph gagged. "_So_ wrong, bra."

Glancing at Kahuna, Gwen noticed his expression turning sad. "Kahuna, are you okay?"

The Kahuna sighed. "Yeah, bra; I just…need a minute."

Ben quickly caught on. "Maybe we should go." Nobody argued, prompting the others to leave, giving Kahuna his time to mourn.

XXXXXXXX

_Surfer's Paradise_

As they walked by the hotel pool with the others, Ben glanced towards his girlfriend; noting her stressed-out expression, he gently put his arm around her shoulders. "It'll be okay, Lo."

Lo momentarily tensed at the contact, but quickly relaxed, leaning her head against his chest. "God, I hope so," she whimpered. "Why couldn't they have just gone in their bedroom and locked the door like normal people?"

Ben nodded…before his expression paled as he glanced ahead. "Oh, no…"

Emerging from the hotel, Carl and Sandra Tennyson walked towards the pool-deck; seeing their son, Sandra waved them over. "Ben! Lauren! Yoo-hoo!"

Reef chuckled. "Your folks, dude?"

Emma smiled gently. "They seem nice."

Forcing a smile, Ben walked over to his parents. "Hey, Mom, Dad."

Carl chuckled. "So, how did that meeting go?"

Ben answered fast. "It went."

Lo nodded. "_So_ don't want to go there."

Sandra suppressed a smile. "That bad?" she asked. "Don't worry; I'm sure they'll come around."

Spotting Max, Carl grinned. "Dad, you made it!"

Max shrugged. "What can I say? I was in the neighbourhood!" Looking past them, he called out, "Jim, Gloria, have you two met my son and daughter-in-law, yet?"

Lo went ghostly white. "Oh, _no…_"

Having just walked out of the hotel, Lo's parents – now mercifully clothed – walked over at Max's call…while avoiding direct eye-contact with Ben and Lo. "I'm…afraid not, Max," James confessed. "Gloria and I were a little…occupied."

Ben felt his stomach churn at that.

Managing a smile, Gloria extended her hand to Ben's mother. "You must be Ben's parents!" she chimed. "It's so nice to finally meet you! Max has told us so much about you!" She gestured to herself, and then to her husband. "Gloria Ridgemount, and this strapping fellow is my husband, James; we hope you're both enjoying your stay at our hotel!"

Sandra smiled back. "You're Lauren's parents?" she asked, before she paused. "Wait…"_our_ hotel"?"

Ben smiled sheepishly. "Oh…did we forget to mention?" he asked. "Lo's folks kinda…_own_ the hotel."

Lo shrugged helplessly. "Surprise!"

Noting the flabbergasted expressions on Carl and Sandra's face, and the uncomfortable looks on James' and Gloria's, Max spoke up. "You know, we should all have a nice sit-down to catch up on things," he suggested. "Jim, you still got that Cue-Master 6000 barbecue?"

James nodded. "Still cooks a mean burger, Max; why?"

Max grinned. "Why don't we all have a barbecue, together?" he asked. "You dig the Cue-Master out of mothballs, and we'll bring the Secret Sauce!"

Carl smiled. "Sounds like a plan, Dad!" He glanced to Lo's folks. "His barbecue sauce is the stuff of _legends!_"

Gloria nodded. "I think that's a _lovely_ idea!" she agreed, glancing to her husband. "It should give us all a chance to…clear the air about a few things."

Sighing, James agreed. "Does 7:00 tomorrow night work?"

As their parents all agreed, Lo wanted to sink into the ground and _disappear._ "Oh God…can this _get_ any worse?"

Ben flinched. "I hate to say it, Lo, but I honestly don't see _how_ it possibly could…"

XXXXXXXX

_The Office_

As the sun sank below the horizon, The Kahuna knelt on the beach alone, staring out at the open water mournfully, silently lamenting his pet's death and subsequent zombification…which meant that he never saw what washed up on the beach, a few kilometers to the west.

Soggy, broken, and utterly still, the remains of the zombie fish-stick floated up onto the sands…before suddenly twitching, propelled by some unholy force. The fish-stick twitched again, its midsection bulging like a fleshy bubble, growing larger and larger, until it finally popped…as a long, spindly, pale-fleshed, clawed arm reached out of it, its shoulder morphing together from the remains of the zombie fish. The arm clawed into the sand, pulling itself free as the rest of its body assembled behind it: a lithe, wraith-like torso, composed of gummy, pallored flesh, ending in a wispy tail, without legs, and black-white striped tentacles bulging from its chest. Once its other shoulder and arm were formed, its head followed: a wide-chinned abomination, sporting a single black-purple eye, with its mouth of crooked teeth high on its forehead.

His resurrection complete, the creature looked around, before turning invisible and flitting away, savouring his first few breaths of fresh air. It had been over 5 long years since he'd excised his conscious mind from his body, but he'd done it; the minute he'd been drawn to this hotel by those idiot human brats and seen that beachcomber give his pet a "funeral," he knew his chance had come. After hijacking the fish's corpse, he'd had to bide his time – it had been agonizing not to try and rip Tennyson's throat out at the first chance – but now, his gamble had paid off, his regeneration a success.

And now, he knew of a _far_ better way to exact revenge on the human brat and seize the Omnitrix's power – the Ridgemount girl had told him, herself.

His mouth twisting into a sinister inverted grin, the alien known only as Ghostfreak glided through the woods, heading towards the hotel, his scratchy, terrifying voice cutting through the silence, heard by no-one.

"_I'm __**coming**__ for you, Tennyson!_"

XXXXXXXX

_**Omnitrix Database**_

_**File-name:**__ Ghostfreak_

_**Species-name:**__ Ectonurite_

_**Home planet: **__Anur Phaetos_

_**Abilities:**__ Subject possesses ability to alter its own quantum state, enabling it to both become invisible to most forms of detection, and to "phase" through solid matter at will. Subject can also partially "phase" through living matter, thus superimposing its own neural impulses on a target organism, giving it full control over the target; with sufficient training, subject can leave a residual neural charge on a non-phased target, allowing it to control the target remotely. Subject possesses the ability to retain conscious activity in even the smallest sample of DNA, and can regenerate an entire new body from this sample, making it very difficult to terminate. Specific incidences make note of subject's ability to excise its own consciousness from its body, most often in times of near-death trauma, and project its thoughts across great distances; subject's thoughts can then "hijack" recently deceased living matter and completely regenerate its own genetic code by sheer force of will. The process used in this resurrection is unknown, as only the immediate family of the Ectonurite High Ecto Lord claims this ability. Subject is highly susceptible to all forms of UV radiation; exposure exceeding 1 minute can cause subject to self-combust. Subject possesses ability to generate a protective epidermis when in proximity to UV radiation, but doing so renders subject incapable of inhabiting other sentients until it sheds the epidermis. In addition, the genes utilized in producing the epidermis are susceptible to mutation, which renders it useless at even minute exposure to mutagens and/or mutagenic processes._

_**Description: **__The lone sentient species of Anur Phaetos, very little is known about the origins and society of the Ectonurite race; some theories suggest that the Ectonurite species exists as a collective, rather than individuals, although this has yet to be investigated. All that most members of galactic society can say is that they would never care to encounter one in a dark alley…or a lit one, for that matter._

_ Expeditions into the Anur System have been few, and fewer still are those that come back in one piece. From that scarce minority, pieces of lore about Anur Phaetos depict a pseudo-monarchy, under the command of a High Ecto Lord. Beyond that, precious little can be determined, as all eyewitness accounts of Anur Phaetos are derived from individuals committed to mental institutions immediately following such expeditions. This trend, combined with other accounts of denizens from the Anur System, have likely given rise to the legend that the Anur System is "cursed."_

_ Coming Soon:_

_ After the most awkward moment in their lives, Ben and Lo still aren't out of the woods yet._

_ With a family barbecue to suffer through, these two lovebirds quickly find themselves neck-deep in trouble…_

_ …as awkward quickly turns to outright horrifying._

_ Ghostfreak makes his move._

_ Be there, when our favourite groms realize that they don't have a "Ghost of a Chance…"_


	3. Ghost of a Chance

CHAPTER THREE: GHOST OF A CHANCE

_Surfer's Paradise, July 29, 2010_

As mid-morning came over the resort, the sun was shining bright in the sky, giving Lo the perfect chance to work on her tan. Lying on a pool-side lounge chair in her bikini, Lo slipped her shades down over her eyes as she relaxed, soaking up the rays in the precious few hours before her shift started, letting her thoughts drift far away from the stress-fest that tonight was likely going to be…

"Lauren?"

Opening her eyes, Lo tipped her glasses down to see Ben's mother walking towards her, clad in a tasteful blue one-piece swimsuit, with a blue towel around her waist, and her own shades resting on her forehead. "Hey, Mrs. Tennyson!" she greeted, smiling. "What's up?"

Sandra looked somewhat guilty. "I never really got much of a chance to talk to you, yesterday," she answered, taking the chair next to her. "It just…really surprised me that you knew about Ben's…hobby."

Lo was instantly serious. "It was kind of a shock to me, too, Mrs. Tennyson," she confessed. "I…didn't take it too well, at first."

Sandra sighed. "Neither did I," she said. "Carl and I have…more-or-less accepted it, but when Ben's last relationship fell apart…"

Lo started to catch on. "Mrs. Tennyson, if you think I'm gonna hurt Ben like that…"

"I don't, honey; at least, not on purpose," Sandra said quickly. "That wasn't what I wanted to talk about." She took a deep breath. "I was hoping if…if you could possibly help convince him to _stop._"

Lo wasn't sure she'd heard that right. "You…you want Ben to…stop using his watch?"

Sandra looked guilty at that. "I know that he, Gwen, and the Levin boy are doing good with it, but I can't help but worry about him when he's out there!" she said. "Dealing with him going out to face…_monsters_ was one thing, but then he was so hurt when his last relationship collapsed, and all because of that stupid contraption!"

Lo's expression turned mildly stricken, as she remembered Ben's own words – how he'd felt that the two of them couldn't be together because of the Omnitrix. Put that way, Mrs. Tennyson's worries kinda made sense…

Sandra looked all the graver as she continued. "These are going to Ben's last few years in high-school; he shouldn't be dealing with…intergalactic maniacs bent on world conquest when he has his future to think about!" she exclaimed. "And what happens when he goes off to college..?"

Lo gulped; she had to defuse this fast. "Mrs. Tennyson, I get what you're saying," she half-lied, "but I don't know if I _can_ help you: Ben and I have only been going out for about a week. I don't really _have_ that kind of pull."

Sandra seemed to calm down at that. "Will you at least think about it?"

Lo flinched; she hated the thought of trying to get Ben to stop using the Omnitrix – annoying though it was, lately – but if she said no, she'd risk ticking his mom off. "Well…"

"Am I interrupting?"

Lo's face dropped into a frown as her mother, in a white bikini, walked up to them, her disarming smile in place. "We never really got much of a chance to talk yesterday, so I thought I'd say hello!"

Sandra smiled back. "We didn't, did we?" she agreed. "I hope Carl and I didn't offend you – it was just such a surprise to hear that our son was dating the…heiress of a multi-million dollar hotel chain!"

Gloria shrugged. "Oh, don't worry about it; after being introduced to some of Tyler's dates and going to George's parent-teacher conferences, James and I are used to the bug-eyed reaction."

Sandra's eyes went wide. "Wait…you have _three?_" she exclaimed. "What is your _secret?_ I would have _died_ to look half as good as you at _half_ my age!"

Lo rolled her eyes. "It's no big secret, Mrs. Tennyson; just a personal trainer."

Gloria chuckled nervously. "Thank you, Lauren." She turned a helpless smile at Sandra. "I hate to ask, but…would you mind if I borrowed Lo for a minute? We have a few things to talk about."

Sandra laughed. "Not at all!" she answered. "I was just leaving; Carl and I have an appointment for surf-lessons, in a few minutes!" She turned to go. "It was nice talking to you!"

"Likewise, girl! See you at the barbecue!" As Sandra left, Gloria turned to her daughter. "So…I'm guessing you're still upset about…yesterday."

Lo folded her arms. "You mean, about how I almost went _blind_ from…seeing you two?"

Gloria sighed. "Oh, honey, your father and I did _not_ mean for you to see us like that! We honestly thought we were alone!" she defended. "The _last_ thing we wanted was for you to walk in on us while we were…_involved._"

Lo's eyes narrowed. ""Involved," Mom? "_Involved?_" _I SAW you two…DOING each other on the kitchen TABLE!_" she snapped. "_God_, what the hell is _wrong_ with you two?"

Now it was Gloria's turn to frown. "Now hold your horses, young lady!" she countered. "_Maybe_ what happened yesterday was a bit politically incorrect, but your father and I are two consenting adults that _happen_ to be crazy in love with each other! We didn't do anything wrong!" She sighed. "Granted, I'm not thrilled to hear that we almost made you go blind, but I'm _not_ apologizing for what we did! I am _madly_ in love with my husband, and I'm not the least bit sorry about it!"

That took some of the wind out of Lo's sails, but she wasn't done yet. "Okay, Mom; I get that you and Daddy still love each other! God, the whole hotel probably does, at this point!" she said. "But you couldn't have just gone to your _bedroom_ like _normal_ people? Did you absolutely _have_ to do…_that_ where I used to eat Fruit Crunchy-O's?"

Gloria looked a little embarrassed at that. "Well, what can I say, sweetie? Your father and I were caught up in the moment; we couldn't have made it that far!" She smiled wryly. "But I wouldn't be so tough on that kitchen table, honey; if it wasn't for that table, you wouldn't be here."

Lo had been suppressing dry-heaves at her first statement, but the second stopped her blood _cold._ "W-W-W-_Wha..?_"

Gloria lightly blushed. "It was the second year after we had Tyler, and your father was back in the Highland Games, participating in the Caber Toss," she reminisced, smiling dreamily. "He took home the gold, that year; when I saw him chuck that massive piece of lumber over 100 feet…well, we were lucky we made it out of the _limo_ on the way home."

Lo went green. '_Oh, God…_'

Gloria kept going. "When we got back to the Hotel, there was no _way_ we could make it to the bedroom, so…we improvised," she finished. "And then, 9 months later, along you came!"

Up until then, Lo had been certain that the past two days were the most mortifying moments she'd _ever_ have…but _this?_ This was the _worst._ "I…was conceived…on a _kitchen TABLE?_"

Gloria smiled helplessly. "I'm afraid so, honey," she said. "If it makes you feel any better, you're not the only one; there's a _reason_ yours and Tyler's birthdays are within days of each other."

Lo didn't know how she was able to keep from _fainting._ "M-Mom?" she whimpered, not really wanting to hear her next answer but unable to stop herself from asking. "Where _else_ in the penthouse have you and Daddy…done that?"

Gloria smiled sadly. "Oh, sweetie…it's _really_ better if you don't know."

XXXXXXXX

"So, you and Lo saw Mr. and Mrs. R. going at it, huh?"

Standing by the Snack Shack as they waited for the concession-stand to open, Ben, in his surf-gear, nodded as he answered Reef's inquiry. "Unfortunately, yes."

Reef grinned. "Then spill, dude!"

Ben couldn't believe it. ""Spill"? "_Spill?_" Reef, are you freaking _kidding_ me?"

"No way, bro; I am _dead_ serious!" Reef exclaimed. "I mean, for an older chick, Mrs. R.'s mad hot…"

"_God,_ Reef! That's my girlfriend's _mother_ you're talking about!" Ben shouted. "Would _you_ want to walk in on _your_ parents when they were…doing that?"

Reef's expression collapsed. "Huh. Darn good point there, man."

"Thank you!"

By then, the Snack Shack had opened, allowing Ben and Reef to order. "So what's the plan for tonight, dude?" Reef asked.

Ben grimaced. "I don't know," he lamented. "All I can do is try and think of _some_ way to survive a two-pronged assault from both _my_ folks and Lo's folks."

Now Reef looked grim. "_Dang._"

By then, the pudgy youth at the counter – also dubbed "Snack Shack" – had returned with their orders…but as he walked up to them, his face went pale, his eyes going wide. "Uh, Snack Shack?" Reef asked. "You okay, dude?"

Ben sighed. "He probably recognizes a condemned man when he sees one."

A laugh answered him. "Aren't you overreacting a little, Benjamin?"

Looking over his shoulder, Ben half-smiled. "Hey, Grandpa."

Max's smile was wan. "Well, you and Lauren had a tough day yesterday, didn't you?"

Ben nodded. "You can say that again." He groaned. "So how's Mr. R. gonna do it, Grandpa? Cyanide in my burger? Electroshock on my seat-cushion? Or is he just gonna bring out his trusty old sniper-rifle?"

Max laughed. "Ben, don't be silly!" he admonished. "Granted, Jim wasn't thrilled to see you and Lauren in that closet, but he's perfectly capable of being reasonable about it!"

"You didn't see his _face_, Grandpa!"

Max sighed. "I'll talk to him," he added. "Given what…happened yesterday, I'm sure he's calmed down about things!"

Ben gulped. "I sure hope so, Grandpa."

"Hey, Ben, I heard about…_whoa._"

As he, Ripper, and Lance walked up to them, Ty's expression became one of utter awe as he saw Max. "You're…you're..?"

Max shrugged. "Last I checked."

Lance's mouth dropped open. "Madcap Max…"

Ripper gulped. "The legend _himself…_"

Ben sighed. "_Yes_, guys – my surf-legend grandfather is here. We've established that."

Ty was still in mild shock. "M-Mr. Tennyson…_sir_…w-we'd be honoured if you wanted to hang with us…"

Ripper nodded. "Yeah, mate; and…if you wanted a sweet break to pull the Zero-G…"

"…where you can watch how it's done, right?" Max grinned wryly. "Nice try, boys. Even if my board Betsy wasn't in need of waxing, the Zero-G's a family secret. Besides, Tyler, I need to speak with your father before this little shindig he's hosting."

That shook Ty out of it. "Oh. Right." His expression turned grim. "Look, Ben…I was thinking about yesterday morning and what you said." He sighed. "I just wanted to apologize, man; after the way you kept Kelly from hurting Lo, I really should've known better."

"You don't have to explain, Ty," Ben answered. "If I had a sister, I'd be worried about her, too; I get it."

Ty nodded. "Okay," he said. "So…I heard that you actually agreed to go to Dad's barbecue."

Ripper shuddered. "Gotta say, mate, you got stones to be willin' to walk right into the big guy's fortress like that."

Ben shrugged. "It's either that or wait for him to come get me," he answered. "Besides, Lo's _more_ than worth it."

Lance turned mildly green. "Didn't really need to hear that, dude."

Reef grimaced. "Yeah, man! Keep the mush to a minimum, will ya?"

Frowning, Ben was about to reply, but a familiar sniffle caused him to turn. "Lo?" he asked, his eyes going wide. "What's wrong?"

Suppressing sniffles, her eyes wide with mild horror, Lo walked up to him. "I-I just found out something…_way_ disturbing!"

Ben gulped. "More disturbing than…yesterday?"

Lo nodded. "_Worse!_ Way, _way_ worse!" she cried. "Yesterday wasn't the first time they did…_that!_"

Reef snorted with laughter, clapping his hand over his mouth.

Ty blinked. "Huh? Did what? Who are you talking about?"

"You _don't_ wanna know, Ty!" Ben warned.

"You _so_ don't!" Lo agreed.

Finally, Reef couldn't hold it in, anymore, and erupted with laughter, causing Ty to glare at him. "You know something."

Ripper's eyes narrowed. "_Spill_ it, grom!"

Reef managed to slow his guffaws. "You…you sure?"

"_Out_ with it!"

Reef grinned. "Okay!" he said. "Yesterday, Ben and Lo walked in on your folks doing it on their kitchen table!"

Ben and Lo both yelled as one. "_REEF!_"

The blood drained _right_ out of Ty's face. "_W-W-What?_"

Now Ripper looked green. "Mates…_tell_ me he's jokin'…"

Ben scrunched his eyes. "We wish," he murmured. "We went to the penthouse to talk to your Dad, and…they mustn't have heard us knock…"

Ty blinked. "You're…_serious?_"

Lance grimaced. "I always wondered why that table had a squeaky leg…"

Lo couldn't hold back any longer. Bursting into tears, she buried her face in Ben's chest. "Oh, _God!_"

Holding Lo close, Ben traced comforting circles on her back. "It'll be okay, Lauren…"

"No, it _won't!_" Lo wailed. "God, how am I _ever_ going to be able to go into that penthouse ever again?"

Ty was reeling, but he was still able to ask. "So…if you saw them yesterday…what happened today?"

Lo cringed. "Ty…did you ever wonder why our birthdays are only about a week apart?" she whimpered. "Or why they're both about 9 months _after_ the Highland Games?" She cringed. "Where Mom sees Daddy in a _kilt?_"

Ty's eyes nearly bugged out of his head. "_No…_"

Lo burst back into tears. "_Yes!_"

At that, Ty toppled backwards, forcing his friends to catch him, as his eyes rolled back into his head, and he passed _out._

Reef was on the ground by then, holding his sides as he roared with laughter. "_Funniest…day…EVER!_"

With Ripper and Lance carrying their friend to the lifeguard-station to get smelling-salts, and Ben comforting Lo, Max was left to glare at Reef. "Real tactful, junior."

Reef blinked. "What?"

As Lo sobbed into his chest, Ben gently tilted her chin up, to look into those tear-stained amethyst pools. "It _will_ be okay, Lo," he soothed. "I promise it will."

"How?" Lo bawled. "How can things _possibly_ be okay when I see them doing…_that_ every time I close my eyes?"

Ben smiled gently. "It could be worse," he offered. "Your folks could _hate_ each other, instead!" As Lo started to calm down, Ben continued. "You're a love-child, Lauren – living proof how crazy your parents are about each other. There are worse things to be."

A faint, teary smile crossed Lo's lips. "I…I guess," she murmured. "But…couldn't they have just loved each other in their _room?_"

Ben chuckled. "I'm not gonna touch that one; I don't think we need to think about why they made _that_ choice."

Sniffling, Lo shuddered. "No kidding." Her smile grew. "Thank you, baby."

"Anytime." Ben's smile turned sheepish. "Now, I think we both need to prep for that barbecue, tonight."

Lo beamed. "You still want to? Even after everything?"

Ben's boyish grin, coupled with his next words, made her knees go wobbly. "Like I told your brother, Lo: you're _more_ than worth it."

XXXXXXXX

With the mid-morning boom well underway, the lobby of Surfer's Paradise was bustling with activity: hotel patrons came and went, with the hotel staff scurrying like ants to keep up, lugging suitcases, pushing carts, and taking room-service orders.

It was _pathetic._

Safely hidden from view by his invisibility, Ghostfreak floated between one especially pudgy human – leading two semi-rotund red-haired whelps – before he came to the front desk…where three of Tennyson's friends were.

"_So_ glad that shift's over!" Fin sighed as she punched out. "I swear, if I so much as _see_ another jock-strap, I _will_ blow chunks."

Broseph nodded. "I hear ya, bra. Some of those suites are _nasty._"

Johnny grimaced. "There oughtta be a law."

Fin brightened. "Hey…maybe I should get pictures and post them online!" she thought aloud. ""Crusty Hotel Rooms" sounds catchy!"

Broseph grinned. "Hey, I'd check it out..!"

"_Guys!_"

Hearing his voice, the three of them turned towards a red-faced Reef as he ran up to them, gasping for breath…but not from running. "_You…you guys!_" he wheezed out between laughs. "Heard…funniest…_ever!_"

Fin's eyebrow rose to her hairline. "Okay…in _English_, Chowderhead?"

Reef caught his breath. "You…you'll never _believe_ what I just heard about Mr. and Mrs. R…"

"_Whoa_, Reef!" Fin protested, holding up her hand. "After what Ben and Lo shared with us yesterday, I _so_ don't want to hear it! I barely kept myself from blowing chunks that evening as it was!"

Reef pouted. "But…but it's totally classic! Ty _fainted_ when he heard it!"

Johnny chuckled. "Ty _fainted?_" he repeated. "I don't know, Fin; sounds pretty tempting…"

"_Slackers!_"

Reef and Johnny's chortles went silent as a tanned, blond-cru-cut 20-year-old, in black slacks and a purple uniform t-shirt stormed up to them. "Could you two please tell me _where_ it says in your job-description that you're allowed to distract the front-desk guy?" Andrew "Bummer" Baumer snapped. "And _where_ is Tennyson? His shift starts in five minutes!"

Reef gulped. "Uh…he's on his way back now, sir!" he said. "Just saw him, a second ago!"

Bummer scowled. "For his sake, I hope so!" he muttered. "Now get back to work!" With that, he walked off.

Broseph frowned. "_Man,_ that dude needs a lifetime _supply_ of chill-pills."

"No kidding!" Fin agreed. "I would _not_ want to be in Ben's shoes!"

"I'll say; between Bummer _and_ Mr. R. out to get him, plus this barbecue, he's got his hands full!" Reef said, before he grinned. "Think we can crash that barbecue? After today's "Chum Surprise," I could go for some _real_ grindage…"

"_AAAAAAAAAHHHHHHHHH!_"

That horrified scream made everyone jump. "Was…was that _Bummer?_" Fin murmured.

"That or a little girl!" Reef said.

Fin snorted. "Says the expert on the subject."

"Guys! Focus!" Johnny said. "Bummer sounded like he's in real trouble!"

Broseph nodded. "Front Desk Guy's right, bros. Like the Grom Code says: never pull a backside on a grom in need!"

Reef groaned. "Darn it…okay, let's go bail him out."

Following the sound of the scream, they came to a first-floor corridor where Bummer was leaning against the wall, his head down. "Mr. Baumer?" Johnny asked. "Are you okay?"

"_I'm perfectly fine!_"

The harsh, gutturally scratchy voice that answered made Fin's eyes go wide. "Whoa, _dude!_" she exclaimed. "What's up with your _voice?_"

Bummer hacked and coughed for several seconds, before he spoke again. "I am perfectly fine, Fin," he said, his voice now a flat monotone. "Get back to work."

Reef arched an eyebrow. "Oh-kay…"

"Dude, we heard you scream!" Broseph said. "What happened?"

"I was examining a hotel suite when a large cloud of dust fell onto me from the closet," Bummer replied. "It irritated my throat, causing my voice to go dry. That is all."

"You're sure?" Johnny asked.

"Quite sure," Bummer answered. "Return to your duties." With that, he walked off.

The four groms could only stare. "Okay…freaky, much?" Fin asked.

"You can say that again, bra!" Broseph agreed. "Something is _up_ with the dude."

"Up with who?"

Looking back, Fin spotted Ben and Lo as they walked in from a side-entrance. "Bummer – the guy's more messed than usual."

Ben sighed. "He's been that way all week, Fin."

"She's not kidding, Ben; this is whack, even for _him!_" Johnny insisted. "Just now, Bummer screamed, and when we came over, his voice was all scratchy, like…like something from _Planet of the Living Dead!_"

Lo gulped. "Okay…that's kinda creepy…"

"Gets weirder, bra: he passed it off as closet-dust, but his voice was still funky!" Broseph added. "He had the same words and grump, but it was like somebody forgot to change his batteries!"

Ben arched an eyebrow. "Huh. That _is_ weird."

"Yeah, and that's not even talking about the whole zombie-snack thing, yesterday! _Plus_ the spook-out in Room 1313!" Reef exclaimed. "Coincidence, bros? I think not!"

Ben looked thoughtful. "Neither do I," he agreed. "That's _three_ incidents in as many days: _something_ is up, around here."

Lo looked nervous. "What will you do?"

"All we can do is ask Gwen to look into the psychic plane, around here; if there is something around, she should be able to get a fix on it," Ben replied, before he grinned. "Right now, though, you and I need to get to work, before somebody winds Bummer back up, again."

Fin chuckled. "Shame he isn't like that more often!" she joked. "We could _use_ a more mellow Bummer!"

Reef laughed. "Man, do I hear that!"

As the six of them walked off laughing, a still-invisible Ghostfreak kept his eye on them, his most malevolent glare fixed on Tennyson. It would be _so_ easy, now – it would be child's play to float up and possess him, without him even knowing what was happening…

…but that would be too easy. Ben Tennyson had ruined his plans and left him as a wandering spirit twice too often. Just overtaking his physical body wouldn't be _nearly_ enough.

That brat had to _suffer._

Watching as the boy looped an arm around the Ridgemount girl's shoulders, Ghostfreak's inverted jaw twisted into a grin, imagining the boy's face, his expression of horror when he realized what was happening, how both he and _everyone_ that he cared for would belong to _him._

But first things first; he needed time to prepare his little gauntlet, and to make sure Tennyson was out of the way before he made his move.

With that thought, Ghostfreak flitted away, passing through a series of first-floor suites, leaving a cacophony of screams in his wake…

XXXXXXXX

_Penthouse suite_

After taking the elevator up to the top floor, Max casually walked up to the penthouse's door and knocked on it. Seconds later, the door opened a crack, prompting Max to smile. "Hi, George! Are your folks in?"

His expression wary, 12-year-old George Ridgemount, in his usual white t-shirt and blue shorts, nodded. "Hang on." Turning, he called back into the suite. "Mom! Dad! Mr. Tennyson's here!"

"Send him in, honey!"

At his mother's reply, the youngest Ridgemount child stepped back, opening the door, before he picked up his handheld video-game, slipping his headphones over his short blond hair, as his blue eyes re-focused onto the screen. Walking in, Max strolled past George, looking around the penthouse until he came to the living room, where Tyler was lying on the couch, an ice-pack to his head. Spotting James and Gloria's eldest, Max managed a sheepish grin. "Feeling any better?"

Ty groaned. "I guess," he replied. "I've stopped wanting to gouge my eyes out; now I just want to bleach out the inside of my skull."

Max shrugged. "Well, that's progress, I suppose."

By then, Gloria had walked in from the outside patio. "James'll be back in shortly, Max; he's just…_Tyler!_" Seeing the state of her eldest, Gloria's face went from smiles to stricken. "What _happened?_"

Max quickly calmed her down. "He's fine, Gloria. He just had a mild fainting-spell, earlier."

"_Fainting?_" Gloria cried. "What could have possibly made him faint?"

Ty frowned as he sat up. "Do you _really_ have to ask, Mom?"

"_Oh._" Gloria lightly blushed. "Lo…told you..?"

"…why our birthdays are so close together? Yeah, Mom. She did."

Gloria sighed. "I was afraid of that."

At that moment, James walked in from the patio. "Max," he greeted.

"Jim," Max replied with a nod. "Got that Cue-Master set up?"

A wry grin crossed James' face. "Yep; even set up a bunker for when you set off that sauce of yours!"

Max laughed. "Proper thing!"

Glancing towards his son, James frowned worriedly. "Everything alright, Tyler?"

"Sure," Ty answered, "just as long as you and Mom stay out of the kitchen."

At James' confused blink, Gloria spoke up. "I'm afraid the secret's out, honey: Lo knows about…our kitchen interludes, and she told her brother."

James paled. "Oh."

Ty nodded. "Yeah."

James cleared his throat. "Well, son…unlike what your sister probably told you…it's more fun than it looks." His expression turned stern. "As long as it's _only_ with a lady you're _serious_ about."

Gloria half-smiled as she poked her husband with her elbow. "Way to compliment a girl, mister."

Ty groaned as he lay back down, putting the ice-pack over his head. "Oh, God…"

"I know, son; I know," James said. "We'll give you a minute." With that, he headed back onto the patio, while Gloria headed to the kitchen.

Giving Tyler his space, Max followed his old friend onto the patio, to find him at the barbecue, cleaning the grill. "Hell of a past few days."

James nodded. "No kidding."

Max chuckled. "You know, Jim, you've got Ben convinced that he'll be walking into a firing squad by coming here."

His expression darkening, James arched an eyebrow. "Is that so."

Max's tone went flat. "Jim…"

"They were in the _janitor's closet,_ Max."

Max folded his arms. "And _you've_ never taken a young lady somewhere private for some alone-time at that age? _You've_ never had to get "creative"?"

James frowned. "She's my little girl, Max," he said. "You and I both know what teenage boys want at that age."

"If it were any other kid – like some of the punks you've mentioned Lauren dating in the past – then I'd agree with you 100 percent," Max said. "But I know my grandson, Jim: he's got a good head on his shoulders. He's been through enough to know not to do anything that would hurt Lauren."

James blinked. "As an apprentice plumber? What could he have done in that line of work?" he asked. When Max didn't answer, James continued. "For that matter, Max, what did _you_ do as a plumber? I have _never_ heard you talk about what you did after you left the Air Force."

Max flinched. "I…worked with a private company," he said. "Confidentiality agreements."

James' eyebrow arched. "And Ben's worked with the same company?"

Max nodded. "Freelance so far, but he's gotten his foot in the door," he answered. "So can you at least cut him some slack, Jim?"

James sighed. "I suppose I can give him a chance," he relented.

"Good." Max's grin returned. "Now, what say I whip up that sauce?"

James chuckled. "Sure," he agreed, heading towards the small bunker of sand-bags built a few feet back from the barbecue. "Just let me get my flak-jacket on…"

XXXXXXXX

"Okay…it's just a barbecue; nothing major."

Standing outside the penthouse door, with Lo next to him, Ben took what had to be his third deep breath. "It'll all be okay," he repeated to himself. "We just…have to get through a couple of hours with our parents…two of whom we've…well, I won't go there, and one of which is an ex-Ranger…"

Lo gulped. "Baby?" she murmured. "I know you're trying to make me feel better, but it's not working, this time."

Ben sighed. "I was afraid of that," he replied. "It wasn't helping _my_ mood much, either."

By then, the elevator dinged, as its doors opened, before Gwen, Kevin, and Ben's parents walked out. "Hey, Ben," Gwen greeted, before her smile faded as she spotted Lo. "Lo."

Frowning back, Lo crossed her arms. "Gwen."

Ben was mildly surprised to see his cousin and teammate. "You guys came?"

Kevin smirked. "Dude. Free eats, a swank penthouse, _and_ a chance to watch a rich guy lose it. Can you say, "Perfect Storm"?"

Ben sighed. "You're all heart, Levin."

Gwen fixed her boyfriend with a warning eye. "Kevin…"

"Yeah, yeah, I know: my best behaviour."

Glancing to his son, Carl smiled. "Well, Ben? Aren't we going to head in?"

Ben forced a smile. "Sure, Dad." He took one last deep breath. '_Here we go…_' With that thought, he knocked on the door.

Several seconds later, the door opened, as Ty's face greeted them. "Hey sis, Ben."

"Hey, Ty." Lo turned to Ben's parents. "Mr. and Mrs. Tennyson, this is my big brother Tyler; Ty, these are Ben's parents, Carl and Sandra, his cousin Gwen, and her boyfriend Kevin."

Ty waved politely. "Nice to meet you!"

Carl grinned back. "Nice to meet you, too!" he greeted back. "Now, where does your dad keep that barbecue? I may not know how Dad makes his Secret Sauce, but I know a thing or two about grilling…"

They had only taken a few steps into the penthouse when a pencil-thin beam of red light shone towards them…settling over Ben's heart.

His worst fears realized, Ben's adrenalin went into overtime. "_Snipers!_ This _is_ a hit! _Down, down, DOWN!_" As fast as he could, he shoved his parents, Gwen, and Kevin to the ground, before tackling Lo to the floor, shielding her with himself.

But instead of high-caliber, silenced gunfire, a childish laugh filled Ben's ears. "It's just a laser-pointer, you goober!"

Looking up, Ben saw a laughing George standing over them, holding a pen-like device in his hand…with the laser beam shining from its tip. "Uh, baby? Overreact, much?" Lo asked. Flushing with embarrassment, Ben moved off his girlfriend, allowing Lo to stand up and glare at her younger brother. "_Not_ funny, George!"

George just kept chortling. "_So_ funny!"

Ben chuckled sheepishly. "Uh…sorry, guys," he said. "False alarm."

Helping Gwen up, Kevin snorted. "No kidding."

A feminine laugh broke the following silence, as Lo's mother walked into view. "A little jumpy, aren't we, Ben?"

Ben's smile turned nervous. "Maybe a little, Mrs. R.," he admitted. "Kevin, Gwen, this is Lo's mother, Gloria Ridgemount; Mrs. R., these are my cousin Gwen, and my pal, Kevin Levin."

Gloria's dazzling smile instantly flared, giving Ben a good idea where Lo had gotten _her_ smile from. "_Gwendolyn!_" she exclaimed. "It's so nice to finally meet you! Max has told us so much about you!"

Gwen smiled nervously. "Uh-oh; should I be worried?"

Spotting Kevin, Gloria's smile became somewhat embarrassed. "I'm afraid Max didn't mention anyone named Kevin; are you a friend of the family?"

"Kinda," Kevin answered. "Don't worry, though: I'm housebroken."

Ben snorted. "Barely."

"Shut up."

Gloria laughed. "Oh, don't worry; I doubt you can be more of an imp than George here!"

As George pouted, Ty laughed. "I'll say: just this past weekend, George tried to hotwire a golf-cart! Dad almost went nuclear!"

Kevin snorted. "That's _it?_" he asked. "_Amateur._"

George's eyes narrowed. "Oh, like you could've done better?"

""Could've" _nothing_, pipsqueak. When I was 12, I was boosting…"

Ben quickly jumped in before Kevin incriminated himself. "I-I hope you don't mind me saying this, Mrs. R., but I was just saying to my folks that it's easy to see where Lauren gets her good looks!"

Lo lightly blushed. "Ben..!"

Ben's remark had a similar effect on Lo's mother. "Well, _thank_ you!" Gloria chimed. "I swear, some of the ladies at the yacht club say we almost look like sisters!"

Lo flinched. "Uh, Mom? _Ick._"

Gloria quickly changed the subject. "Well, Carl, I'm sure you want to head out to the grill with James and Max; Ty, Lo, why don't you show our guests around the penthouse in the meantime?"

"Sounds like a plan!" Carl agreed. "Ladies, kids, I suggest you keep clear of the 'cue; this could get messy!"

As her husband walked off, Sandra sighed. "_Boys._"

Gloria nodded. "Tell me about it."

Gesturing towards the living room, Ty spoke up. "If you guys wanna watch TV in the meantime, we've got a plasma-TV."

Kevin arched an eyebrow. "_Tell_ me you've got a Game-Station 3 hooked up."

"Nope." Ty smirked. "Game-Station _4._"

Kevin's eyes went buggy. "_Dude_, are you serious? Those aren't even out, yet! The only place you can get one is on the black market!" Seeing Gwen's frown, he changed his tune. "Not that I'd know, or anything."

Ty shrugged as he headed towards the living-room. "Dad knows a guy who knows a guy."

While his mother and Mrs. R headed elsewhere, chatting all the while, Ben was about to follow Ty and the others, but Lo's hand on his stopped him. "While I'm sure Ty's tour is okay," Lo said, batting her eyelashes, "wouldn't you prefer a more _private_ tour?"

Ben grinned nervously. "Sure, but I'd also prefer not to make your dad any madder than he already is."

"Please. It's just going to be a little walk-around minus my brothers!" Lo answered. "Kevin's probably going to root himself the minute he sees that TV, anyway."

"True," Ben conceded. "In that case, lead on!" Beaming, Lo encircled his arm with hers, before leading him further into the penthouse.

After showing him the washroom – which could've passed for a small day-spa – and then bypassing her father's office – which had been where they'd met – Lo led him to a corridor with three doors. One door was coated with posters of action-figures, several of which featured the orange-white armour of Captain Nemesis. "George's room?" Ben hazarded.

Sighing, Lo nodded. "Yep: Dork Central."

Glancing down the hallway, Ben looked at the furthest door from them, noting several posters from film-festivals. "That looks like Ty's room," he guessed, "so the middle one..?"

Smiling happily, Lo moved to the middle door, adorned with several boy-band posters, along with a sparkly ceramic plaque marked "Princess," before she opened the door. "I'm _home!_"

Ben had half-expected to see pink lining the walls of Lo's room, but his eyes were greeted by walls of lavender, instead. The rest of his expectations, however, were close to spot-on: on one side was a closet nearly half the size of the whole room, and filled with outfits of all types – all designer, Ben figured. In another corner was a fair-sized vanity, complete with mirror, and laden with cosmetics and feminine hygiene products. Next to it was a small table, on which rested a cordless phone and iPod charging-dock. And in the center of the room was a large, princess-style bed, complete with surrounding curtains, holding a queen-size mattress.

Overjoyed, Lo spun around her room, taking in the sights that had been so familiar to her. "Hello, designer wardrobe!" she greeted her closet, before moving to her vanity. "Hello, makeup mirror!" With one last spin, she plopped herself onto her bed face-first, deeply inhaling the scented, frilly throw-pillows as she closed her eyes blissfully. "And _hello_, super-comfy, non-springy, bug-free bed! Oh, how I've _missed_ you!"

Ben managed to keep his chuckles to a minimum. "Should I give you two a moment alone?"

Lifting her head for a moment, Lo gave him an adorable pout. "_Meanie!_" Turning over, she lay her head back and closed her eyes. "Oh, I could just lie here and sleep _forever…_"

Looking over his shoulder, Ben couldn't help but feel a chill grip his spine, as he realized Lo's father could show up, any minute. "I wouldn't advise that, Lo. If your dad catches us, he'll probably nuke us _both._"

Lo sighed mournfully. "I know," she whimpered. Sitting up, she perched on the side of her bed, before she smiled, and patted the space next to her. As Ben sat next to her, Lo sighed as she rested her head on his shoulder. "Have I said how much I appreciate this?"

Ben shrugged. "Once or twice," he answered, "but it doesn't hurt to remind me."

"Good, because I really do!" Lo said. "None of the guys I've dated have had the guts to even _think_ about standing up to my fam, and you're actually here at ground-zero…"

Ben chuckled nervously. "Well, I suppose it's not like your dad can kill me with my folks as witnesses…" he began, but the flutter of Lo's eyelashes stalled his train of thought as he met her amethyst gaze, before their faces inched closer and closer…

_**BOOOOOOOOOOOMM!**_

The thunderous explosion shook the penthouse, stopping Ben and Lo's kiss before it could start, causing Ben to hold Lo protectively close by sheer reflex. Lo froze. "W-What was _that?_" she cried.

Ben gulped. "Either your dad called in a mortar-strike," he answered, "or Grandpa just finished mixing up his Secret Sauce."

Lo blinked. "Okay…not really sure which of those options is the scarier one."

"You and me both," Ben agreed. With that, they both stood up, and hurried out of Lo's room, heading towards the source of the explosion.

XXXXXXXX

As she and Ben emerged onto the patio, Lo suddenly had a very real sense of what her father had felt upon seeing the aftermath of her party.

Instead of being littered with soda-cans, dirty paper-plates, and streamers, the back patio was coated with carbon-scoring – even the pool had a thin sheen of black dust coating it. The barbecue's cover had been blasted open, just barely staying on its hinges, and a makeshift sandbag refuge nearby had had its top blown off, revealing her father, Max, and Carl standing there, all mildly singed.

Max coughed. "Okay, boys, I admit it: the black powder was a bad idea."

Mildly horrified, Lo ran towards her father. "Daddy, are you okay?"

James coughed. "We're fine, Princess," he wheezed. "A little shaken up, but fine."

Walking up to his father, Ben sighed. "Let me guess, Dad: Grandpa added black powder to the mix, didn't he?"

Carl blinked, before he cupped his hand behind his ear. "_What?_"

By then, the others had emerged onto the patio. Looking around, Gwen sighed. "Black powder in the sauce-mix?"

Ben nodded. "Looks like it."

While Gloria's mouth dropped open in astonishment, Sandra fixed her father-in-law with an annoyed frown. "Max, I _thought_ we agreed no explosions!"

With a sheepish grin, Max scratched the back of his head. "Sorry about that, Sandra. I honestly thought that much powder wouldn't have that big a kick."

George pouted. "No fair! I wanted to see that!" he complained. "You guys couldn't have waited?"

Kevin groaned. "At least tell us the sauce came out okay."

Walking over to the barbecue, Max picked up a small ceramic dish housed in a reinforced steel one, dabbed the tip of a spoon into the thick red liquid half-filling it, and tasted. "Not the _most_ kick it's ever had, but it's still pretty good!"

Scratching his head, Ty looked around. "Man, sis, and I thought the patio looked rough after your…"

Lo flinched. "_Tyler!_"

Ty shut up. "Oh. Right. Never mind."

George just laughed. "Yeah, sis: this officially tops that party you had!"

"_GEORGE!_"

Sandra arched an eyebrow. "What party?"

Ben quickly interrupted. "Uh, nothing, Mom…"

"The one she threw that trashed the hotel and got Dad so P.O.'d that he made her work the summer! Duh!" George continued.

Sandra's eyes narrowed. "What?"

Lo smiled helplessly. "It's…it's not as bad as it sounds…"

"Sure, if you forget that it was on the news and got the RCMP down here!"

Slowly, Sandra fixed a glacial stare on Lo, causing her to freeze up. "Really."

Quickly, Ben jumped in. "Uh, Mom? Mrs. R.? Maybe somebody should take Dad inside and get him an ice-pack – I think that sauce-blast shook him up a bit!" he said. With the situation momentarily defused, Ben turned to his grandfather and Lo's father. "Anybody need an extra hand at grilling? I can roast a mean hot-dog!"

James still looked wary. "I don't know…"

Ben grinned nervously. "Well, look at it this way, sir: it's not like I can do much more damage than the sauce did!"

Max laughed. "He's got you there, Jim!"

James' frown held for a few seconds…before it started to twitch upwards. "Alright, then."

As Ben let out a relieved sigh, Lo beamed. '_Okay, Daddy's starting to mellow out; now all I have to do is work damage-control on Mrs. Tennyson…_'

_Beep-beep-beep!_

That familiar hated sound froze Lo's blood in her veins as it echoed from the pockets of Ben, Gwen, and Kevin. "Uh…actually, Mr. Ridgemount, we kinda…have a last-minute errand to run," Gwen said.

Ben gulped. "Uh…yeah; sorry about that, sir."

James' frown faded. "I see."

As she watched her boyfriend and his two teammates head back inside, Lo's horror rose to previously unheard of levels, before it was replaced by outrage. '_Un. Freaking. BELIEVABLE!_' Placing her hands on her hips, she stormed after Ben, pausing only to whisper into George's ear. "You are officially _dead meat,_ you rotten little scuzz-ball!"

Rounding a corner, she was able to catch part of Gwen's explanation. "…the Plumber intel-net confirms it, Ben: we've got an active alien heat-signature, just a few miles from here."

Ben scowled. "Damn," he muttered. "Do they have any clues on who or what?"

Kevin checked his badge. "Doesn't look like it," he answered. "That's why they need us for on-site recon."

Lo couldn't hold it in, any longer. "I don't _believe_ this!" she shouted. "You're leaving _now?_"

Ben could only meet her glare with a helpless expression. "Lo, this is kind of a crisis…"

"And this _isn't?_" Lo snapped. "My dad is about one inch away from dropping a _nuke_ on our relationship, and your mom probably thinks I'm some spoiled party-girl – and don't you say a _word_, Gwen – and you're _leaving_ me to deal with this _alone?_"

Gwen's eyes narrowed. "Ridgemount, for all we know, we could be dealing with _another_ alien incursion like the Highbreed, or _worse,_" she shot back. "If we don't deal with this, someone could get hurt or worse. Dealing with a couple of ticked 'rents for a while isn't going to kill you."

Lo huffed angrily. "_Ben!_"

Ben looked like a deer caught in headlights. "Lo…Lauren…I'm afraid Gwen is right; if this is another incursion, we need to get ahead of it, fast."

Lo's eyes went wide, before they narrowed angrily. "_Fine!_ Do whatever you want!"

Ben flinched. "I'll…I'll be back soon, I promise…"

"Take your time! No rush!" Lo hissed. "It's not like it's life or death – it's only our relationship hanging in the balance!"

Ben stepped back, looking like he'd just been _hit._

Gwen looked utterly _murderous_, her eyes starting to glow mauve.

Kevin just groaned. "_Guys._ We gotta go, remember?" Controlling her anger, Gwen turned and followed her boyfriend out of the penthouse. Ben was the last to go, sparing one last forlorn look over his shoulder at Lo, before he darted out.

Quietly fuming, Lo walked back into the kitchen, where she found Ben's mother gathering ice from the freezer into a pack. "Mrs. Tennyson?" she asked. "Remember that thing we were talking about, this morning?" Her eyes narrowed. "Consider it _done!_"

Sandra just met her gaze coolly. "That's alright, dear. I'm sure you have other, more important things to do."

Lo _knew_ that look. Add that kind of heavy sarcasm, and she was in _trouble._ "Mrs. Tennyson…"

Sealing up the ice-pack, Sandra turned to go. "You don't need to trouble yourself about my son's extracurricular activities; I'm sure you'd much rather plan another party than try to keep him from ruining his life." With that, she walked off.

Utterly dismayed, Lo felt her eyes start to burn. Quickly making a beeline for the bathroom, she shut the door behind her before anyone noticed her sniffles. Looking in the mirror, she saw tears start to leak from her eyes, forcing her to angrily blot them away with a tissue. '_God, how did things go so wrong so fast?_' she thought, dabbing more tears away when they refused to stop coming. '_Everything was perfect between Ben and I, until our stupid families got involved!_'

It just wasn't fair.

Blowing her nose, Lo wiped away the last of her angry tears, before she reached for her mascara; if she was going to do damage-control, she couldn't do it looking like she'd had a freak-out. Grabbing the bottle, she turned back to the mirror…

…and saw some ghoulish-looking _thing_ with an upside-down face, pallored flesh, and terrible claws looming in the mirror behind her. Whirling around, Lo came face-to-face with the thing, and she _screamed…_

XXXXXXXX

_A few minutes earlier_

_**BOOOOOOOOOOOMM!**_

As she, Fin, Reef, Broseph, and Johnny stood around in the Lobby, Emma paused as that explosion echoed from above. "Oh my God, was that a…a bomb?"

"Relax, bra," Broseph said. "That's probably just the Madcap's Secret Sauce."

Fin nodded. "Yeah, Emma. Remember his Chili?"

Emma calmed down. "Oh, right. I almost forgot."

Johnny gulped. "You guys think Ben's okay?"

"Dude, he's fine!" Reef answered. "Mr. R.'s not gonna nuke him in front of witnesses!" He paused. "Right?"

Already stricken, Emma let out a groan as she saw her supervisor walk out of the DR. "Oh, come _on_, Kelly! I'm still on my break!"

Kelly didn't respond with any of her usual snark – she didn't even sneer as she slowly walked towards the front desk, her expression completely vacant.

Emma blinked. "Kelly? Are you okay?"

Walking by a nearby janitor's pail, Kelly picked up the mop…before she pulled back and _threw_ it like a javelin.

The five groms barely managed to duck out of the way. "What the _hell_, Kelly?" Fin shouted…before she noticed Kelly's face.

The senior girl's eyes were pure, dead _white_, with no hint of colour at all.

As he saw Bummer emerge from a side-corridor, a panicked Johnny ran up to him. "Sir, something's wrong with Kelly; she just…_OH MY GOD!_"

Johnny's scream caused the others to turn towards their boss…and see the exact same white stare as Kelly had.

By then, the DR patrons – including the Marvins, the two Finnegan girls, Erica and Briana, and their parents – all started pouring out, at the same shambling pace, all with that eerie white stare…before they all _changed_, as pasty white layers of skin all burst out of their backs and engulfed them, turning them into ghost-like humanoids, with only one eye, and a wispy trail instead of legs.

Broseph went pale. "Oh, man…oh, man…"

Johnny wasn't much better. "_It's the curse of Room 1313!_"

Fin gulped. "We _gotta_ get Ben!"

"No argument here, betty!" Reef cried. "Let's _move!_"

The five of them poured into the elevator not a moment too soon: the horde of ghost-zombies reached the doors mere moments after they closed, their fists pounding and denting the steel as the elevator took them up to the penthouse floor. Once the elevator opened back up, they ran towards the penthouse, frantically pounding on the door. "_Ty!_ Ty, open up!" Emma wailed.

"For the love of the _Office_, Ridgemount! Open the door!" Reef cried.

After a few seconds, an annoyed Ty answered the door. "Dudes, this is _not_ a good time," he said, before looking to Emma. "Seriously, Ella, what gives?"

Emma didn't even bother to get mad about the misspelling. "Ghost-zombies! Downstairs! Where's Ben? _HELP!_"

Ty blinked. "Uh…_what?_"

"We've got a _major_ infestation of zombie-like ghost-things, Ty!" Fin said. "Get Ben _out_ here, will you?"

Ty arched an eyebrow. "He's gone on an errand with his pals," he answered. "More importantly, why would you need _him_ for these "ghost-things"?"

Fin gulped. "Uh…"

"_AAAIIIIIIIIEEEEEEEEEEEE!_"

That bloodcurdling scream drew Ty's attention further into the penthouse. "Oh my God, that was _Lo!_" As Ty darted off, the five groms raced after him.

Emerging in the living room, Ty froze as he saw Lo standing there, her head down, her hair obscuring her face…while her left hand was around George's throat, lifting him off the ground while her brother gasped and gurgled for air. "Lo, what the _hell?_" Ty shouted. "Okay, so George opened his big mouth, but that's no reason to hurt him!"

Lo didn't answer.

Broseph grimaced. "Oh, man…you don't think the ghost-zombies got her, bro?"

By then, Max, Ben's parents, and Lo's parents had followed the scream. "_Lauren!_ Put George down!" James shouted.

Gloria followed suit. "Young lady, that is _no_ way to react to what your brother did! Put him _down_, Lo!"

"_Heh heh heh…_"

That harsh, guttural chuckle echoed from Lo's lips as she raised her head…revealing an evil smirk on her face, the veins around her eyes bulging and black…while her eyes themselves were pure black, and dotted with glowing mauve. "_Oh, I'm sorry: Lo isn't HERE, right now._"

With that, she tossed George halfway across the room, and walked towards the coffee-table, kicking it towards her parents and knocking them down, before she leapt into a mid-air flip, landing by the patio door and walking outside into the night air. As everyone followed, Lo walked towards the edge of the balcony, completely relaxed. "What is the _matter_ with you?" Sandra shouted. "Is _this_ what my son saw in you, you little..?"

"_You mean you haven't figured out who I am, Mrs. Tennyson?_" "Lo" asked. "_Max hasn't mentioned me at all, even after six years? I'm hurt._"

James froze. "Max, what's going on?" He turned to his daughter. "Lauren, what's this about?"

"Lo" scowled. "_As I just told you, Ridgemount, your little "Princess" is out of the picture!_" Her smirk came back. "_My name is Zs'Skayr…but that's not what Max and his grandchildren know me as._"

Now it was Max's turn to go white. "Jesus…it _can't_ be…"

"Lo" rolled right over him. "_But it just wouldn't be fair to leave Ben and his little friends out of all the fun, would it?_" the voice sneered. "_I suggest you get them back here, right now. Otherwise…_"

With one backwards leap, "Lo" hopped onto the balcony rail. "_…poor little Lauren takes a nasty FALL._"

Gloria was nearly hysterical. "Lauren, what are you _doing?_ You're…you're going to _hurt_ yourself!"

"Lo" rolled her eyes as she glanced to James. "_Obviously, you didn't marry this female for her brain, did you?_" she snapped. "_You heard what I said, Ridgemount: if someone doesn't get Tennyson here, the girl DIES!_"

Gloria cringed at that statement, while James could only stare helplessly. Slowly, Max fished out his own Plumber's badge, and popped it open. "Ben, Gwen, Kevin, get back to the hotel: we have a situation..!"

XXXXXXXX

_Sunset Beach_

"Okay, it looks like we've only got two guys on lookout on the perimeter, and the rest are holed up inside. How you guys wanna run this?"

With night blanketing Sunset Beach, it was easy for Ben and his teammates to pull up into a dark alley across from the old warehouse, before quietly getting out of the car to watch from a distance. "Something's off here, guys," Gwen noted. "If this _is_ an alien incursion, it's awfully light on security…"

"So we got here before they could arrive in force," Ben reasoned. "We'll need to take them by surprise, so one of us will need to sneak in, while the other two take out the guys out front."

"Cool by me," Kevin said. "So who's sneaking in?"

Popping up the control-dial, Ben grinned. "I think we can leave that to Big Chill!" Making his selection, he slammed the dial down…not noticing that it had auto-shifted to another image.

The instant the dial contacted, the green Omni-wave engulfed Ben, remaking him from the inside out. His skeleton became illuminated briefly, before it simply vanished, along with the rest of his innards, while his skin became thinner, separating into endless strips that wove in and out of each other…

…and when the light faded, in Ben's place stood a tall, spindly, mummy-like creature, composed of nothing but bandages, clad in a black-gold, Egyptian-styled kilt-like garment, with green-black bracers on his forearms and shins, and a helm-like head, its narrowly visored opening only showing a pair of glowing green eyes, with the control-dial embedded in his chest. "_Benmummy!_"

His change complete, Benmummy stared at his hands. "_Huh?_" he hissed, his voice drier than desert sand. "_When did I get THIS guy back?_"

Kevin shrugged. "Beats me, man; it's kinda early for Halloween."

Gwen lightly chuckled. "At least he's stealthy; you should be able to sneak in fairly easy with him."

Benmummy nodded. "_Okay, then: once I'm over, wait three minutes, and then come in after me._" With that, he collapsed into a pile of bandages that discreetly slithered across the road, creeping up the fire-escape, and into an open window.

In the shadows of the warehouse's upper levels, Benmummy reconstituted himself, before peering down onto the main floor, where he spotted three more humans in jeans and black coats – just like the two out front – but their eyes were pure, soulless white.

No _way_ were they just regular humans.

Splitting into bandages again, Benmummy inched down the support-beams, reassembling in the shadows of a storage-crate, his eyes glaring at the three disguised aliens. Seconds later, the metal garage-door echoed with a thud, before two metal hands pried it open, as a steel-form Kevin walked in, with Gwen taking out the two guards with energy-beams. As one thug drew an automatic, aiming at Kevin, Benmummy stretched his arm out towards the thug, grabbing the weapon, his hand stretching into two more tendrils that snagged its wielder, allowing Benmummy to toss him across the floor. With the gunman downed, Kevin darted towards the second thug and levelled him with a haymaker, while Gwen sent the third flying with an energy-bolt.

With all the thugs out cold, Benmummy tapped the control-dial, returning to normal in a flash of green light. "Is it me, or was this _way_ too easy?"

Nudging one of the thugs with his foot, Kevin arched an eyebrow. "Okay…they're not turning into aliens…"

Her eyes closed in focus, Gwen suddenly gasped. "Guys, this is _weird_: I am getting an alien energy-signature from these guys, but it's _residual!_ Somebody was _controlling_ them!"

Ben blinked…until he caught on. "This was a _diversion!_"

"A diversion? From what?" Kevin asked. "Nothing happens around here…"

"_Ben, Gwen, Kevin, get back to the hotel: we have a situation!_"

As Max's voice came in over their badges, Gwen grimaced. "You were saying?"

Within minutes, the three of them had piled back into the car and returned to the hotel. As they got out, Ben switched on his badge. "We're here, Grandpa: what's the situation?"

"_We've got hostiles, Ben: on the floor AND up here!_"

Gwen folded her arms. "What, is Lo still pitching a hissy-fit?"

"_This is SERIOUS, Gwendolyn! The three of you need to get up here, NOW! Gwen, you can levitate the boys up here, so do it!_"

Ben paled. "Grandpa, I don't think we'll be able to explain that one to Mr. R…"

"_Forget about that, Ben! If I'm right about this, we're PAST that point! MOVE it!_"

Kevin gulped. "Okay, babe, you heard your grandpa." Nodding, Gwen conjured an energy-sphere around the three of them, levitating them all the way to the penthouse.

As the three of them touched down on the balcony, an already-hysterical Gloria freaked out even further. "W-What the…h-how did you three just…just _float_ all the way up here? _W-What's going ON?_"

Ben's focus immediately shifted to Lo. "Lo, what are you _doing?_ Get down before you fall!"

Lo just smiled evilly, as she spoke with a voice that was _not_ her own. "_It's been a long time, Tennyson,_" the voice sneered. "_My, how you've grown._"

Ben recognized it in a heartbeat – he'd heard it all too often in his nightmares. "That…that _voice_…" he murmured. "No…no, no, _no…_"

"_Oh, yes, yes, YES, Tennyson,_" the voice mocked. "_I'm back._"

"It…it _can't_ be!" Ben cried. "It _can't_ be you!"

"_Why, Tennyson? Did you actually think you'd seen the last of me?_" The voice became a snarl. "_Did you think I wouldn't come BACK?_"

Gwen's hands flew to her mouth. "Oh my God, it's _him…_"

"You're _dead!_" Ben yelled. "I _saw_ you! You burned up in sunlight! _You're DEAD!_"

"_Tennyson, Tennyson, Tennyson…haven't you realized by now that you'll NEVER be rid of me?_" the voice hissed. "_I'm what keeps you up at night, boy; I'll ALWAYS be here!_"

James could listen to no more. "I've had _enough_ of this!" he roared. "_Out_ with it, boy: what the _hell_ is going on here?"

The voice cackled. "_Well, go on, "Ben 10!" TELL him who I am!_" it mocked. "_Tell him who his daughter's been seeing! Tell him just what is inhabiting his daughter because of YOU!_" The voice's smirk grew darker. "_Say my name._"

Ben's expression was murderous. "_Ghostfreak._"

Hidden behind Lo's face, Ghostfreak cackled again. "_A pleasure to meet all of you!_" he chortled. "_I've taken the liberty of arranging tonight's entertainment! I'm sure you'll all enjoy it!_"

With another evil grin, Ghostfreak finished his statement. "_I know I will._"

XXXXXXXX

_**Omnitrix Database**_

_**File-name: **__Benmummy_

_**Species-name: **__Thep Khufan_

_**Home planet: **__Anur Khufos_

_**Abilities: **__Subject possesses highly ablative and flexible epidermis, comparable to medical-grade gauze, enabling subject to stretch and reshape its physical form in any way it sees fit; subject is even capable of disassembling and reassembling itself at will. Subject's epidermis is highly vascular and encompasses neural tissue, eliminating any need for internal organs; subject's metabolism absorbs ambient energy from nearby life-forms. Subject also possesses high levels of strength and agility, as well as an exceptional regenerative ability: even when shredded to minute traces, it can reassemble itself. Since subject possesses no internal organs, it can store objects inside its body-cavity. However, subject's epidermis is highly flammable, and can also be degraded by contact with water; it is unknown if subject can regenerate from fire-damage. In addition, subject's incredibly light weight may render it susceptible to high winds._

_**Description: **__Another child of the Anur System, the Thep Khufan species is arguably one of the oddest race of sentient beings in the known cosmos. At first appearing to be little more than animated bandages, a closer look reveals the complexity of Khufan physiology, which is only supported by archaeological findings gleaned from the few expeditions that survived the Anur System. How this species and society arose, however, appears to be tragically lost: with the recent period of Ectonurite domination of the Anur System, all traces of Thep Khufan civilization have been destroyed, with nearly every Khufan enslaved, their very wills subverted by their ghostly overlords._

_The handful of relics that survived the Ectonurite purge illustrate a society largely reminiscent of Earth's ancient Egyptian culture. This has given rise to the theory that, since the Anur System is prone to wormhole formation, the ancient Egyptians' culture was influenced by the Khufan society, and supported further by the Egyptians' adoption of the mummification process, perhaps inspired by the Khufans' ability to "rise from the dead" by regenerating. This has yet to be proven, since the only ones alive to tell the tale are the Thep Khufans themselves._

_Author's Note: Sorry about the delay! With my summer job starting to clue up, and my search for a new one before university re-starts, things have been hectic! Thanks for understanding!_

_Coming Soon:_

_Still in shock over the horror that has fallen on Surfer's Paradise, Ben and his friends race to stop this unearthly menace…_

…_but with an army of ghost-zombies, and Ben's girlfriend in his thrall, Ghostfreak seems to be calling all the shots._

_Can Ben save Lo from Ghostfreak's clutches?_

_Or does the evil Ectonurite have something even WORSE in store for him?_

_Find out, when our heroes must venture back into "The Little Hotel of Horrors," coming to your computer soon…_


	4. Little Hotel of Horrors

CHAPTER FOUR: LITTLE HOTEL OF HORRORS

_Surfer's Paradise, Penthouse Suite, July 29, 2010_

As he stared at one of his worst enemies inhabiting his girlfriend's body, Ben couldn't move, his stomach twisting in knots, his heart an iron lump in his chest; he just didn't know what to do…

""Ghostfreak"?" Ty repeated. "Lo, cut it out; this isn't funny, anymore!"

Emma gulped. "Ty, I'm pretty sure she's not joking…"

Gloria was on the verge of hysterics. "Sweetheart, whatever's wrong, this _isn't_ the way to go about it!"

"Mrs. Ridgemount, that's _not_ your daughter!" Gwen exclaimed. "That's an alien using her as a puppet!"

George, having since walked over, just snorted. "An _alien?_" he repeated. "Get _real!_ Like my sister's cool enough for _that_ to happen! This is just more of her usual snotty princess act!"

"Lo's" face twisted in a cruel smirk. "_Oh, really?_" Ghostfreak sneered. "_Tell me, boy: does THIS look like an act to you?_"

And with that, Lo's body convulsed, the black taint in her eyes vanishing, replaced by terrified amethyst…as the horrific shape of Ghostfreak lifted away from her, hovering over her, his tail still partially phased, melded with the base of her spine.

Ty's eyes bugged out of his head. "_HOLY..!_"

James wasn't much better. "My _God..!_"

Gloria looked ready to collapse. "_W-Wh-Wha..?_"

Seeing their expressions of horror, the evil Ectonurite's upside-down jaw smirked. "_Still think I'm acting?_"

The sheer terror on Lo's face, coupled with the hysteria in her voice, nearly tore Ben's heart in two. "_Oh God, Daddy, Ben, get it OUT of me, please, GET IT OUT!_"

And then Ghostfreak re-phased himself, silencing Lo's cries as he re-took control.

Ben's blood started boiling in his veins. "_You let her go right NOW, Ghostfreak!_"

The black pooled in Lo's eyes once more, Ghostfreak cackled in response. "_And why would I want to do that, Benjamin?_" he chortled, before scowling. "_Although I'm seriously tempted: honestly, this one never stops whining! On and on, like a broken record: "help me, help me, let me go," and the like! I can't get a moment's peace!_"

Gloria was in tears. "W-Whoever or whatever you are…p-please, let my baby go!"

Ghostfreak rolled Lo's eyes. "_I see where she gets it from._"

Ben's fists clenched. "You let her go, Ghostfreak, _or SO HELP ME..!_"

The smirk came back. "_Oh, I think you have far more pressing concerns, Tennyson._"

"_I'm_ the one you want, remember?" Ben shouted. "You want to possess _me_ so you can use the Omnitrix!"

"What?" Ty shouted. "Ben, you _know_ this thing?"

Ghostfreak cackled. "_Oh, he and I go WAY back, boy!_" he sneered. "_And yes, Tennyson: I DO want the Omnitrix!_"

The smirk grew darker. "_But FIRST I'm going to HURT you,_" he spat. "_And what better weapon to use than your own little paramour?_" He cackled again. "_But first things first._"

As if on cue, the penthouse doors shook with heavy blows, one after another, before they finally gave way, allowing legions of ghost-like zombies – all in Ghostfreak's image – to pour in.

Ghostfreak's chortle made Ben feel even _more_ helpless. "_You didn't think I came alone, did you?_"

XXXXXXXX

_When Lo came to, all she could see was blackness._

_With only a terrifying dark void around her, an already-frightened Lo tried to move…and couldn't. Looking around her, Lo's terror rose as she found herself enveloped in a tight, sticky cocoon composed of thick strands of gummy, fleshy material, the gooey mass covering and binding every inch of her body right up to her neck, leaving only her head exposed. Frantic, Lo tried to wiggle free, but the gummy webbing held her tight, refusing to let her move even an inch. "Help!" Lo screamed into the void. "B-Ben, help me..!"_

"_Oh, he can't hear you, little girl."_

_That hissing voice froze Lo down to her spine as the wraith-like nightmare-entity floated out of the black, circling her like a shark. "W-What the hell are you?" Lo cried._

_The thing chuckled. "You mean your paramour didn't mention me?" it mocked. "After all we've been through together? How insulting."_

_Trying to keep her terror down, Lo glared back at it. "There's no WAY Ben would be friends with a freak like you!"_

_The thing's one-eyed glare froze her again. "I didn't SAY we were friends, brat: we may have been close, but it was more like master and servant!" it spat. "I say close because, well, what else would you call it when you permit another to have the use of your BODY!"_

_Lo gulped. "What are you talking about? Who are you?"_

_The thing laughed. "You still haven't figured it out?" it sneered. "Allow me to spell it out for you!" It gave a mocking bow. "I am Zs'Skayr, High Ecto Lord of Anur Phaetos, Supreme Ruler of the Anur System, and Overlord of the great Ectonurite race!" The thing's deadly scowl came back. "But Ben knows me best by another name: __**Ghostfreak.**__" He snorted. "Azmuth claims to be the greatest genius of his time, and THAT'S the best code-name he could come up with? Pathetic."_

_Lo's thoughts raced to comprehend Ghostfreak's words. "Wait…are you..?"_

"_Was I one of your paramour's merry band of aliens?" Ghostfreak hissed. "I most certainly was! I could only watch in incredulous horror as that boy – that 10-year-old __**brat**__ – wielded my power, my very body, as if I were no more than some toy puppet for his amusement! I, a High Ecto Lord, was forced to endure that supreme INDIGNITY, by a CHILD!" His cyclopean gaze narrowed in hate. "But Azmuth did not realize that we Ectonurites can retain our consciousness in even the smallest scraps of DNA: after several weeks, I asserted myself enough to break free of the Omnitrix's imprisonment!"_

"_Well, fine!" Lo shouted. "Hooray for you! You're free, so go away and leave us alone!"_

_That malevolent one-eyed gaze fixed itself on her, again. "Allow Tennyson to go free after what he has done? I think not, female."_

"_Why?" Lo cried. "Ben's never done ANYTHING to you!"_

_Ghostfreak's cackle echoed through the void. "Oh, really?" he spat. "What would you call exposing me to sunlight when I tried to claim what was rightfully mine? What would you call destroying me AGAIN when I tried to make a new Anur Phaetos of this wretched little ball of rock?" His fist clenched. "Were I another Ectonurite, I would be dead and gone, wench; only my ability to extrude my consciousness from my body entirely saved me! For six of your years, my thoughts wandered this miserable planet, searching for a way back – some corpse I could animate and use to reconstitute myself…until I was forced to reanimate a snack-food."_

_Lo's eyes went wide. "Wait…that zombie fish-stick was YOU?"_

_Ghostfreak's inverted smirk came back. "And today, fortune has smiled on me, allowing me to return exactly where my old nemesis dwells, and giving me the PERFECT means to ANNIHILATE him," he mocked. "And that, my dear, is where YOU come in."_

_Her lip quivering, Lo glared back at Ghostfreak. "I-I'll NEVER help you hurt Ben!"_

_Ghostfreak cackled again. "How very quaint: thinking you have a choice!" he sneered. "You won't help me, girl?"_

_With a wave of his hand, he summoned an image out of the black: it was her body's perspective of the penthouse, with Ben, Kevin, Gwen, Max, Ben's folks, her fam, and their friends all surrounded by ghostly beings, all eerily similar to Ghostfreak._

"_You already ARE."_

_Looking at the image, Lo felt her heart twist as she saw Ben glaring into her possessed eyes. "It doesn't matter HOW many zombie-slaves you've got, Ghostfreak: we stopped you before, and we'll do it again!"_

_Ghostfreak's voice cackled from the image. "I didn't have the perfect accomplice then, Tennyson!"_

_Looking deeper into her eyes, Ben seemed to look right at Lo. "Fight him, Lo! We're going to get that sicko out of you, but you've got to hold on!"_

_Lo felt a twinge of hope at her boyfriend's words, but Ghostfreak's answer rapidly quashed it. "You haven't exactly left her much choice, brat: if you hadn't left her, perhaps I might have found a better target!" he sneered. "We both know who MADE her a target, boy…and now, so does SHE!" He cackled again. "Only now does she know what she's gotten into…and believe me, she's far from thrilled!"_

_Lo went pale. "What? NO!" she screamed. "Ben, don't listen to him..!"_

_Ben's eyes narrowed. "Keep talking, freak; just keep talking..!"_

_Lo could feel the alien monster twist her body's smile. "The time for talking, boy, is OVER!" And with that, Lo's hand gestured to the army of ghost-zombies._

_As three ghost-zombies drew near, Gwen summoned a wall of energy to repel them. "Guys, these are just hotel-guests! We can't hurt them!"_

_Touching a nearby statue, Kevin turned his skin to stone, before grabbing one zombie and tossing it into two more. "Easier said than done, babe!"_

_Darting past the grabbing claws of two zombies, Ben was about to charge at the possessed Lo, but as he spotted two zombies heading for Lo's family, all still in shock, he quickly changed course, leaping into a flying kick and knocking the advancing specters away. By then, James had managed to come back to his senses, levelling a glare at Ben. "Boy, just what the HELL is going on here?"_

_Ghostfreak's cackle silenced whatever Ben had been planning to say. "Well, Tennyson? Will you tell him? Or should I?"_

_His eyes narrowed, Ben's hand moved to his watch._

_Ghostfreak mocked him again. "Honesty, Tennyson? What a delightful change of pace."_

_His expression mournful, Ben turned to Lo's parents. "Mr. and Mrs. Ridgemount…there's something you need to know about me," he said quietly. "You know all those weird creatures that have been showing up, recently?"_

_Bewildered, Gloria blinked. "W-What does that have to do with..?"_

_Ben simply pressed the Omnitrix's buttons, popping up the control-dial, causing Lo's mother to go quiet as Ben twisted the dial, changing the emerald hologram until he stopped on a new one. "Haven't seen THIS guy in a while…"_

_Lo realized what Ben was about to do. "Ben, NO!"_

_Ty was pale. "What on Earth..?" But he got no further, as Ben slammed the dial back down._

_The ever-familiar green light engulfed Ben as the Omnitrix cycled up, remaking him from the inside out: the watch disassembled itself, the control-dial embedding itself in his chest, while the rest of its components inserted themselves throughout Ben's body, causing him to grow considerably everywhere metal met flesh. Metal plates sunk into his forearms, causing his arms to expand into piston-hard masses of pure muscle, his chest growing even larger as the control-dial wove itself into his ribcage, while metal struts turned his legs massive with their touch. The rest of the watch twisted and reassembled into two improbably large metal pylons that buried themselves in his back, crackling with electrical energy, as his skull grew and flattened itself, his hair growing longer and darkening, and his eyes turning pure white as his eye-sockets narrowed…_

…_and when the change was done, in Ben's place stood a seven-foot-tall, long-black-haired, Frankenstein-esque cyborg-creature, clad in only a pair of green-black pants. "BENVICKTOR!"_

_Lo could only stare at the matching expressions of horror on both her parents' faces, along with Ty's. George, however, was another matter. "That is so COOL!"_

_Turning towards the Ridgemounts, the new Ben – "Benvicktor" – saw four ghost-zombies closing on them from the rear. "Mr. and Mrs. R., get DOWN!" Benvicktor thundered, his voice now a deep, chesty rumble; aiming his palms at the zombies, the pylons on his back began to crackle, sending electricity surging through his back, down his arms, and out through his hands in a devastating cascade._

_That shout kicked James' Ranger-instincts back on. Grabbing his wife and sons by the shoulders, he pushed his family down seconds before Benvicktor's lightning-surge blasted their would-be attackers across the penthouse. "Max! We need an evac, NOW!"_

"_Way ahead of you, Jim!" Max called back. "Gwen, get everyone out of here! Ben, Kevin, cover her!"_

_Nodding, Gwen summoned her mystic energies in a mauve aura around herself, which reached out into three beam-like arms, which enveloped Fin, Reef, Sandra, and Gloria, lifting them up over the balcony's edge and lowering them down to the ground. As Gwen reached for Emma, Johnny, Carl, and Ty, three zombies closed on her, but Kevin quickly knocked one back with a haymaker, while Benvicktor drove back the other two with a sheet-lightning blast. Once those three were clear, Gwen took hold of Broseph, George, and then James, lifting them down to safety while Benvicktor shocked the massing zombies back. "Grandpa, Ben, Kevin! It's time to go!"_

"_Get Grandpa and Kevin out of here, Gwen!" Benvicktor thundered. "I'm going for Lo!" With that, he stomped towards his possessed girlfriend…just as the dial on his chest began to flash…_

"_Ben, you can't stay here!" Gwen shouted, energy-blasting two zombies and driving them back. "The Omnitrix hasn't recharged! If you time out here, Ghostfreak can nab you!"_

_Knocking away three ghosts with a back-fist, Benvicktor charged forward. "I'm NOT leaving her!"_

_In the prison of her mind-scape, Lo could only watch with horror, while Ghostfreak cackled. "Bold words!" he mocked. "I'll be sure to put them on his tombstone!"_

"_If you want to have any chance of saving her, Ben, we need a PLAN!" Gwen shouted. "We have to fall back!"_

_As the flashing dial on his chest flared faster and faster, Benvicktor looked at Lo helplessly, his gaze reaching out to hers through Ghostfreak's possession, as did his words. "Lauren, I'm coming back for you," he promised. "No matter what he tells you, no matter what he makes you do, DON'T give up; I'm COMING for you!"_

_With that, he turned, and darted towards the balcony, allowing Gwen to levitate him and herself over the edge, down to the ground below._

_Even though her common sense knew why Ben had to go, Lo couldn't help but cringe as her boyfriend left. "B-Ben..?"_

_Ghostfreak's laugh echoed through her mind, chilling her to her soul. "The brat turned tail and fled!" he chortled. "A spineless whelp to the last!"_

_Lo was trying very hard not to cry. "H-He wouldn't…"_

"_He DID, brat," Ghostfreak sneered. "Your so-called hero left you with __**me.**__"_

_Lo felt her eyes sting with tears. "He's…he's coming back!" she shouted. "He's coming back to kick your freak butt..!"_

_The laugh mocked her again. "Oh, you foolish little spoiled child," Ghostfreak hissed, as his next words made her cringe._

"_I'm __**counting**__ on it."_

_And his laugh rang out again, filling every thought she had, until there was no escaping it. Pushed beyond her mental limit, Lo sagged in her gummy bindings, as she broke down in tears._

XXXXXXXX

As his feet touched the ground, the control-dial on Benvicktor's chest flared ruby one last time before it shut down, depositing a now-normal Ben on the street in front of the hotel entrance. Taking a deep breath, Ben looked around the small band he and his teammates had extracted from the penthouse hot-spot: Max, Gwen, and Kevin were all fully alert, ready for action. His parents, while mildly shaken, still had their wits about them. His fellow groms were a little worse off; despite knowing his secret, seeing Ghostfreak rise from the dead – _again_ – and take over Lo's body was more than a little shocking.

But the worst off had to be Lo's family: George was in mild catatonia, Ty was shaking like a leaf, Gloria was on the verge of a nervous breakdown…and Ben didn't even want to make _eye-contact_ with James. Turning to Max, Ben tried to steady his thoughts. "Grandpa, any ideas on how we can – _AACK!_"

Ben never got to finish that inquiry; with a speed that belied his size, James closed on him in seconds, his hands shooting out to grab Ben's neck, before the ex-Ranger lifted him up off the street and slammed him against the wall, knocking the wind out of him. "You _know_ something about this, _don't_ you?" James exploded. "You _did_ something that made that…that _thing_ go after my _DAUGHTER!_"

Carl instantly darted towards James, with Sandra not far behind. "Buster, you get your hands off my son..!"

"Dad, _hold_ it!" Ben managed to shout, stopping his father, before he met James' furious glower. "You think Ghostfreak going after Lauren is my fault," he stated with a cough. "Frankly, you're probably right."

That made James pause just long enough for Ben to get his point across. "Right now, though, that doesn't matter: what matters is getting Lo back," he wheezed. "And I think you know that what's happening now is too much for even a Ranger – or an ex-Ranger – to handle alone." He took a deep breath. "So how about this: you put me down and let me help you get her back; after that, if you still want to kill me – assuming I'm still alive – I won't stop you."

For a few long seconds, no-one moved…until James let go. Dropping onto his butt, Ben gasped for air as James walked towards his distraught wife.

In tears, Gloria nearly collapsed into her husband's arms. "J-James, w-w-what's going on?" she cried. "W-Why is this happening? W-What was that…that thing that has our baby girl?"

"I don't know, sweetheart," James soothed, holding her close. "All I know is that we're going to get her back." He fixed Ben with a warning glare. "And then we're going to get a _damn_ good explanation."

Turning towards Max, Ben got back on his feet. "Grandpa, do you have the hotel schematics on the Rustbucket? If we're going to pull this off, we'll need on-site intel."

Max's grin was sly. "I think I can do you one _better_, Ben." Taking out a small electronic device, he tapped a button on it. Seconds later, the Rustbucket came rocketing up onto the parking lot, its rocket-engines powering down and auto-retracting, before it came to a perfect stop in front of Max.

Ty was flabbergasted. "H-How'd you do that?"

Max looked guilty as he met the Ridgemount family's dumbstruck stares. "Let's just say I wasn't your run-of-the-mill plumber." Tapping the device again, Max opened a large side-panel on the Rustbucket…revealing a gleaming silver-metal rack _loaded_ with high-tech weapons.

George's eyes lit up. "_COOL!_"

Broseph had the same reaction. "_SWEET!_"

As one, they both darted towards the weapons-rack…only to have Max's hands grab hold of their shirt-collars. "Not so fast, Eager McBeavers. Do _either_ of you have a Class-Five Pan-Galactic Arms Licence, or _any_ experience handling ion-based, positron-based, or plasma-based weaponry?"

Broseph hesitated. "Uh…"

George piped up. "Does a high score on Alien Zombie-Slayers 2: Die Zombies Die count?"

Max's voice was flat. "Didn't think so. Now _park_ it." With Broseph and George subdued, Max walked over to a handful of smaller devices on the weapons-rack, reminiscent of large hand-held flashlights. "We don't know everything there is to know about Ectonurites: our encounters with them have been sporadic…but they've _never_ been pleasant," he began, holding up one of the devices. "We have been able to determine the quantum frequency they use to possess other sentient beings, which led us to develop _these_."

Reef arched an eyebrow. "Flashlights, Madcap?"

Max shook his head. "Trans-Phase Quantum Disruptors," he corrected. "Each one projects a multi-phase energy-beam." Pulling its trigger, he projected an extremely bright light-beam from it. "They're like your basic stun-guns if your quantum state is fixed in one phase – like us – but if you're in _more_ than one phase, it's like taking an _acid-bath._ Shine one of these anyone, and you'll stun 'em for a few seconds…but shine it on anyone Ghostfreak's possessing, and he'll jump ship faster than a rat on steroids."

Ben nodded. "Will it free any of the people he's enslaved?"

"Yeah, Grandpa; Ghostfreak's picked up a new trick – he's turned the entire hotel into zombie-freaks!" Gwen added. "Can this free them?"

Max frowned. "Doubtful, Gwen. We only developed the Disruptor to displace Ectonurites in other bodies. It's highly unlikely."

Kevin shrugged. "So we use those things to boot him out, hold on 'till morning, and then toss his ass into sunlight. Problem solved."

Max shook his head. "I don't know, Kevin; if Ghostfreak's fully reconstituted himself, then it's possible he's corrected the DNA-flaw that was in his Omnitrix-cloned body. Remember, Ben used to be able to endure sunlight when he could use Ghostfreak. We can't rely on sunlight."

Ben's eyes narrowed as he clenched his fists. "So we yank him out and wail on him the old-fashioned way," he said. "Fine by me."

Tapping his device again, Max brought up a holographic map of the hotel, showing numerous red dots. "Based on the Rustbucket's bio-scans of the hotel, I think it's safe to say he's enslaved everyone inside," he continued, before pointing to one dot glowing brighter than the others. "Ghostfreak himself, however, seems to be holed up _here._"

Johnny gulped. "Room Thirteen-Thirteen."

Max nodded. "Given that this room is deep inside the first floor's interior, he's going to have it well-defended," he said. "It's also highly likely that, once he figures out we're coming for him, he'll come after us himself to get at Ben."

Glancing at the map, James pointed to three spots on the outside. "There are three entrances we could breach: the main entrance here, the beach-side entrance, and the service-entrance."

"My thoughts exactly, Jim," Max agreed. "If we split into three teams, we should be able to keep Ghostfreak guessing long enough for us to get a fix on him."

Reef grimaced. "Madcap, have you watched _any_ horror movies?" he cried. "Splitting up is what _every_ bunch of teenagers do _right_ before they start getting taken out by the monster! And the _first_ guy to go is the good-looking comic relief!"

Fin rolled her eyes. "Well, that means you're off the hook, Kooksville."

Max's eyes narrowed. "If you two _children_ are finished, we need to get underway!" he snapped. "Gwen, you, Carl, John, Emma, Joseph, and Tyler will be on the beach entrance." Taking two fairly large, pistol-type weapons, he handed them to his son and granddaughter. "I'm assuming you both remember how to work the T&B-X5700 Positron Cannon?"

As she and her uncle took the weapons, Gwen nodded. "We remember, Grandpa."

Carl shrugged. "It's a little fuzzy, but I'm sure I'll remember, Dad."

"Good. Gwen, you'll be using your powers to cover for the others. Both of you keep those Cannons on Setting One unless you've got Ghostfreak dead in your sights – otherwise, charge 'em up and paste him! The rest of you will be using the Disruptors: once you contact any hostiles, switch 'em on and keep 'em on any non-zombie. When Ghostfreak bails, keep the beams on him – it'll keep him from phasing!"

"Wait a minute!" Emma cried. "You…you expect _us_ to help blast aliens? W-We don't know the first thing _about_ it!"

"Consider this a crash course, Emma," Gwen said.

Kevin nodded. "You don't need to worry about any grades; it's more of a pass/fail deal."

Max moved back to the weapons rack. "Kevin, you, Gloria, Sandra, George, Fin, and Reef will take the service entrance." Picking up a slightly larger pistol-type weapon, Max looked it over, tapping a few buttons. "The Mark II ZV-4900 Plasma-Wave Projector, with Lock-On and Spreader options; a lovely little piece of hardware if you _really_ don't like someone."

As Max walked towards him, Reef grinned. "That's what I'm _talking_ about!" He held out his hand…

…only to frown as Max walked past him, handing the gun to Kevin, who whistled. "Nice."

As Reef sulked, Fin laughed. "Yeah, like he'd give _you_ a laser weapon..!"

"I wouldn't be so quick to laugh, Princess; the _rest_ of you are getting Disruptors."

Max's words turned Fin's smirk into a frown, while Reef grinned. "Take _that_, betty!" he whispered.

Gloria frowned. "You are _not_ dragging George into a war-zone, Max!"

Kevin snorted. "Sure; just leave him out _here_ where he's a sitting duck for alien zombies. That's a _way_ better idea."

As Gloria flinched, Max sighed. "I'm afraid he's right, Gloria. Sad to say, George is safer with all of us."

George grinned. "I'd be safer if somebody gave me one of those…"

The entire group all spoke as one. "_NO._"

George pouted. "Aw, man…"

After distributing the Disruptors to the rest of them, Max turned to Ben and James. "That leaves the main entrance for the three of us," he finished, taking out a large, bazooka-type weapon. "Jim, you still remember how to launch those Javelins?"

James nodded. "Like riding a bike."

"Good, because this bad boy – the KX-9900 Ion-Pulse Launcher – works exactly the same way, but with one difference." Hefting the weapon onto his shoulder, Max tapped a green panel next to the trigger, causing it to open its back end, extend several control rods, and then retract. "You have to vent it after at least every three shots, or it overheats."

Taking the weapon, James hefted it on his shoulder, and repeated the venting sequence. "Got it."

After handing a Disruptor and another Positron Cannon to Ben, Max opened the rear trunk of the Rustbucket. "As for me," he began, "I think it's time I gave Big Bertha a little walk." With that, he took out a high-tech-looking backpack, and strapped it on.

Kevin blinked. "Okay…never saw _that_ on any cargo manifests."

"You wouldn't have – Bertha's custom-made," Max replied. "I'd originally put her together to deal with Vilgax if he ever came back…but I think Ghostfreak's close enough." Once he was sure the backpack – "Big Bertha" – was secured, he looked to the rest of them. "Okay, people, we need to get moving, before Ghostfreak gets wise to us! Everyone stay together, stay sharp, and stick to the plan, and we all might get out of this in one piece! Let's _move!_" Nobody argued, as the three teams split up, heading to their respective targets.

XXXXXXXX

With night enshrouding the hotel, all was eerily quiet as Gwen led her team in through the beach-entrance and into one of the guest-room hallways, keeping her weapon in one hand, and a charged energy-bolt in the other. "All clear, guys."

Following her and Carl's lead, the others moved in, their Disruptors on, sweeping the area with multi-phasic beams of light. "So where are all these things?" Johnny murmured. "Shouldn't we be up to our necks in zombies, by now?"

"These aren't mindless zombies, Johnny: they're all puppets under Ghostfreak's control," Gwen answered.

Carl nodded. "From what I've heard about this guy, he's one crafty customer – he's not going to send in his troops until he's good and ready."

Ty was still coming down from a mild shock. "So let me get this straight," he began. "_Ben's_ all the monsters that have been showing up, this summer, and the watch he's got lets him change into a buttload of super-powered aliens." He gestured to Gwen. "You and your boyfriend are actually _part_ alien, and your Grandpa is some kinda legendary space-cop?"

Gwen shrugged. "Basically."

Ty grimaced. "And I was actually gonna try and kick Ben's butt?" he gulped. "Why didn't anybody _stop_ me? He could've monstered-out and shot-put me clear off the _island!_"

"Nah, bro; Ben's cool," Broseph said. "He got that you were just looking out for your baby sis."

Emma looked nervous. "So what exactly is this "Ghostfreak's" deal? Why's he so flavoured at Ben?"

"He used to be one of the aliens in the Omnitrix," Gwen explained, "but unlike the others, he was conscious the whole time his DNA was in there, and it made him _majorly_ nasty. Eventually, he busted out and tried to take over _Ben's_ body so he could use the Omnitrix for himself, but Ben, Grandpa and I stopped him, and chucked him into sunlight – he burned up like a Roman Candle…or so we thought."

Broseph paled. "And now he's back from the dead, bra?"

"Yeah, for the _second_ time!" Gwen agreed. "Later in the summer, we encountered three aliens – a mummy, a werewolf, and a Frankenstein-wannabe – that were building some kinda strange gizmo…only to find out that Ghostfreak was behind the whole thing! Apparently, he wasn't able to use the same resurrection-trick he used here, so he had those three build a device to bring him back if he should ever croak!"

Carl grimaced. "Diabolical."

"Oh, it gets worse, Uncle Carl: after coming back, Ghostfreak and his monsters took that gizmo into outer space so that he could blanket the entire planet with a Corrodium ray and turn it into a planet of mutants that he could rule!"

Emma blinked. "Wait a minute…was that about 6 years ago?" she asked. "Because when I was 10, I, my family, and everyone in our neighbourhood all experienced a 5-minute memory-blackout!"

Johnny's eyes went wide. "So did _my_ family!"

"Same here, dudes!" Broseph agreed. "The cops said that it was some kinda gas-leak…"

"That was the cover-story the Plumbers gave their contacts in law-enforcement," Gwen said. "As you can see, _nobody_ would want to know that, for a few minutes, the entire human race became psychotic mutants."

Ty looked ready to barf. "And…and now this alien psycho is _back?_"

"In a word?" Gwen was about to finish her statement, but her eyes suddenly flared. "_Uh-oh._"

Carl readied his weapon. "We have incoming?"

Ty flinched. "From where?"

Reaching out with her senses, Gwen let loose a low-level energy-pulse, waiting for it to feed back…and paling as it did. "_Everywhere._"

As if on cue, about six ghost-zombies appeared out of the darkness at the end of the hallway…just before every room-door swung open, depositing dozens more in front of them.

Johnny cringed. "Man, I _hate_ how these things always do that!"

The zombies were all silent as they rushed en-masse at them…only to crash against the energy-barrier that Gwen had raised. "_Disruptors forward!_" Gwen shouted. The others quickly responded, shining their Disruptor beams into the mass of ghosts; the instant the beams contacted, every single zombie in front locked up, stalling their charge considerably…until the second line crawled over the first, scrambling towards them as fast as they could. Taking aim, both Carl and Gwen opened fire with their weapons, blasting one zombie after another and driving them back, thinning their numbers until only about six were left. As the last six raced towards them, Broseph and Ty swept their Disruptor-beams ahead, stunning four of them. Her hands shaking, Emma shone her beam at the fifth, but it weaved out of her line of fire, scampering towards her…

"_EMMA!_"

With a roar that was equal parts terror, adrenaline, and sheer I-can't-believe-I'm-doing-this mentality, Johnny tackled into the zombie, knocking it back long enough to stun it with his Disruptor. For the first few seconds, Emma blinked…and then beamed. "Johnny, you _saved_ me!"

Catching his breath, Johnny met her gaze. "Huh…I guess I did – _AACK!_" His response was cut off by a ghostly hand around his throat, as the sixth zombie grabbed him and lifted him off the ground, the claws of its free hand extended…

Seeing their teammates in trouble, Gwen tossed her weapon to Carl, before aiming her free hand at the zombies, and unleashing a six-pronged beam, engulfing and grabbing all six zombies, before tossing them at the massing ghosts with ballistic speed. As the ghost-zombies were knocked back, Carl unloaded a barrage of shots into them, driving them back even further. After about two dozen shots, the massing zombies began to falter, gradually pulling back into the hotel, until the corridor was quiet, again.

As her uncle handed back her weapon, Gwen grimaced. "Okay, that was _way_ too easy."

Johnny coughed as he got back on his feet. ""Easy?" _What_ part of that was "easy"?"

"Gwen's right, son; those things had the advantage," Carl said. "There was no reason for them to pull back like that…"

Gwen's badge suddenly flared to life. "_Gwen, come in!_"

Fishing out her badge, Gwen switched it on. "I'm here, Ben; go ahead!"

"_Ghostfreak's wise to us! He's on the run, and we're a man down and in pursuit! We need backup!_"

Gwen paled. "We're on it, Ben! I've got your beacon; we're moving to intercept! Just hang on!"

As Gwen switched off her badge, Broseph gulped. "I'm thinkin' _that's_ why those spooks punked out, dudes."

Ty nodded. "Looks like it."

"Yeah, and it looks like we need to _move!_" Gwen shouted. "The longer he's in proximity to Ben, the more of a chance Ghostfreak has to grab him! Let's _GO!_" At that, she darted off, prompting the others to run after her.

XXXXXXXX

_A few minutes earlier_

Ben didn't know what was creepier: the fact that there were no ghost-zombies in sight, or the silence he was getting from Lo's dad.

The darkness of the main lobby only added to the eerie silence shrouding the hotel's greeting-area as he, James, and Max crept in. Shining his Disruptor-beam around the lobby, Ben scanned it for any signs of activity. "I'm not seeing anything," he reported. "Grandpa?"

Checking a scanner on his backpack, Max shook his head. "I'm reading a negative on any life-signs, Ben; clearly, Ghostfreak hasn't caught onto us, yet." He looked to James. "Okay, Jim: you know the layout better than anyone. What's the quickest route to Room 1313 from here?"

Looking around, James gestured to a side-corridor. "It's that way; we just need to take the first two lefts, and then a right." As his gaze rested on Ben, his eyes narrowed. "Now about that explanation."

Ben sighed; he'd known he'd have to do this. "Well, sir, I'm basically your average high-schooler," he answered, holding up his left wrist. "Everything you've seen me do is thanks to this thing."

James arched an eyebrow. "A jumped-up wristwatch?"

Ben shook his head. "It's called the Omnitrix, sir; it was designed by an alien named Azmuth, and loaded with the DNA of thousands upon thousands of sentient species – to let someone, literally, walk a mile in someone else's shoes."

James scowled. "And you got a hold of it."

"By _accident_, sir." Ben sighed. "I was just a dumb little 10-year-old, on vacation with Grandpa Max and Gwen, when something crash-landed near our campsite; in true ass-backwards fashion, I wandered over to it, and it just jumped onto my wrist!"

Max nodded. "That was one eventful summer."

"No kidding," Ben agreed. "If I wasn't messing up with this thing left and right, I was ducking Vilgax."

James blinked. "Who?"

Ben gulped. "Mr. Ridgemount…can you imagine pure evil?" he asked. "Not just a business rivalry gone sour like Captain Ron, but pure, unadulterated, unapologetic, soulless _evil?_"

James was quiet for a moment. "It was my last mission with my Alpha Unit: we were sent in to shut down an arms deal," he said quietly. "The dealer was supposed to be our only target, but the mission-plan got updated at the last minute; our secondary target was his buyer, the leader of a particularly nasty terror-cell – called himself The Caliph." His tone turned haunted. "Things went south; we tagged the dealer, but The Caliph caught on to us, and he had his personal guard with him," he continued. "The bastard tore up half the village the deal was taking place in before we took him out. I actually saw him before I sniped him – bastard was _laughing_ right up until I put one in his head. He went down, but not before his RPG went wild and hit a fuel drum: lit the place up like a brushfire. We were lucky we made it out in one piece, but we never found his body…and damn it if I don't stay up nights wondering if I really _did_ get him."

Ben nodded. "Okay, then," he said. "Take The Caliph's mindset, amplify it twice, put it in a 250-pound shell of cybernetic muscle, give it command of a medium-sized space-fleet, and you've got Vilgax in a good mood." He grimaced. "And that's another thing about Vilgax: he's _never_ in a good mood."

James went pale. "Jesus H. Christ."

"Yeah," Ben confirmed. "That's who was after the Omnitrix when I was 10; sometimes _I_ still have nightmares about him."

James nodded. "So then this "Ghostfreak" would be..?"

"…the guy who took second-place after Vilgax," Ben finished.

A familiar snarl echoed from the darkness. "_I am second to __**no-one**__, brat._"

Hearing Ghostfreak's voice, Ben spun around, trying to spot him with his Disruptor. "Grandpa, where is he?"

Max checked his scanner, again. "Dammit, how'd he sneak up on us?" he cursed. "He's right on top of us!"

His weapon at the ready, James looked around. "Well, where is he?"

Ghostfreak's laugh echoed through the lobby. "_Up here, you fools!_" Following his voice, the three of them spotted Ghostfreak, still inhabiting Lo's body, casually sitting on the third-floor railing. Ben was about to use his Disruptor, but Ghostfreak stood up. "_Careful, boy!_" his voice mocked, as he lifted Lo's foot out over the edge. "_We wouldn't want sweet little Lauren to take a fall, would we?_"

His teeth gritting, James tried to take aim at Ghostfreak…but he couldn't. "You let my daughter go, you _MONSTER!_"

Ghostfreak laughed again. "_Oh, but I'm having so much fun, Ridgemount!_" his voice sneered. "_Did you actually think you could take me by surprise? My slaves are all extensions of my nervous system: I see and hear everything THEY do! I knew where you were the second you walked in!_" A twisted smirk crossed Lo's lips. "_If you only KNEW how many times I could've simply taken you, brat…but as I said: first I'm going to HURT you._"

Ben's teeth clenched. "Then come down here and _try_ it, freak!" he snarled. "Let Lo go and take your shot..!"

"_You think I'm still enslaving her will?_" Ghostfreak laughed. "_Granted, the girl wasn't thrilled about my choice of introductions, but she soon realized we had something in common!_" The sneer came back. "_Did you really think she was so accepting of your heroics, boy? That she was willing to take you constantly leaving her?_" his voice cackled. "_She HATES you!_"

"Don't even _listen_ to him, Ben!" Max shouted. "He's just blowing smoke!"

"_Oh, AM I, Max?_" Ghostfreak asked. "_Fine, then: don't believe me! I'll let you hear it from HER!_" At that, the dark taint in Lo's eyes faded, leaving behind her natural amethyst…still fixed in an angry frown.

"_Worst! Boyfriend! EVER!_" Lo shouted. "All I ever asked was that you pay just a _little_ attention to me, and what do you do? You run off every chance you _get!_ Do you have any _idea_ how many guys would _kill_ to be in your position, Ben? I had a chance to date my school _quarterback_, this summer; all I had to do was request a late entry to my squad's cheerleading camp, which was on a lake across from football camp, but I didn't!" She huffed angrily. "Dumbest mistake _I_ ever made!"

Those words – spoken in _her_ voice – were like hammer-blows to Ben. Somehow, he managed to keep himself from falling over. '_It's not really her, it's not really her…_'

Lo's frown was replaced by Ghostfreak's smirk once more, her eyes staining black, again. "_You certainly know how to treat a female, Tennyson!_" his voice chortled. "_The Yamamoto girl was certainly wise to flee when she did!_"

Ben's fists clenched.

Max's hands moved to the controls of his backpack. "Did you come here to blow smoke, Ghostfreak, or did you come to fight?"

Ghostfreak smirked. "_I can do BOTH, Max._"

The moment those words were uttered, two clusters of ghost-zombies burst out of the adjacent corridors into the Lobby, while about a dozen more leapt down from the overhead balconies. Grimacing, Ben hit the Omnitrix's control-dial…only to find a crimson glow as it remained inactive: it hadn't finished recharging. As the airborne ghosts closed on them, Max hit the controls on his backpack, activating it; instantly, the pack expanded into a huge, back-mounted, high-tech weapons turret, depositing a hand-held HUD into Max's hands. With Big Bertha armed and ready, Max locked onto the falling ghosts and fired – Big Bertha unleashed a spray of stun-blasts, pasting every single zombie and sending them flying away.

With Max taking care of their airborne assailants, James was left to handle the incoming ground troops. Arming his Launcher, James opened up on one cluster, blasting them halfway across the Lobby, before turning and blasting the other. By then, most of the ghosts Max had blasted had recovered, forming up and heading for them. Taking aim, James fired again, stunning them…and causing his weapon to start beeping. With a mild curse, James hit the button for the venting-sequence, popping the back end open and starting to expel the accumulated heat. After several seconds, James felt sweat start to cross his brow, as the ghosts started to close again, and his weapon still wasn't ready…

"_Sir, look out!_"

Throwing himself between James and his would-be attackers, Ben opened up with both Disruptor and blaster, stunning the first wave of ghosts with the beam and pasting the second wave with a few precisely-aimed shots. Ben's distraction gave James just enough time to finish venting his own weapon and open up on the remnants of the battle-group, blasting them and sending them flying. "Not bad," James said. "Now, any chance you can change into something we can use?"

Glancing at the Omnitrix, Ben saw that it was now flashing red – almost recharged. "Not just yet, sir; I'll need about another min – _AACK!_"

Ben's reply was cut off as one zombie tackled into him, knocking his weapons away. Twisting around, Ben reversed its attack into a judo-throw, tossing it clear, only to get pinned by two more. As Ben struggled to get loose, he saw the possessed Lo walk towards him. "_Do you have any idea how much I'm going to enjoy this, boy?_"

But Ben wasn't looking at his possessed girlfriend; meeting James' eye, he quickly looked to his Disruptor, and then back at him. The ex-Ranger understood immediately, racing towards the Disruptor, grabbing it, and tossing it towards Ben. Leaning back, Ben pulled his arms in, knocking the two zombies together and taking them out, before he grabbed the Disruptor in mid-air, aiming it at Lo. "Yeah, I do: about as much as _I'll_ enjoy _THIS!_" And he switched on the Disruptor.

"_**GGGGRRRREEEAAAARRRGGGHHH!**_"

Ghostfreak let out a bloodcurdling howl as the trans-phase beam ripped him violently out of Lo's body, sending him skidding across the floor, while Lo herself crumpled to the ground. Mere seconds after he'd used it, the Disruptor, damaged by hitting the floor, sparked and shut off, but Ben didn't mind – it had done its job.

Seeing his freed daughter fall, James rushed to her side. "_Lauren!_" he cried, kneeling by her. "Princess, are you alright?"

Max tried to warn him. "Wait, Jim! Ghostfreak can still..!"

But James never needed to hear the rest, as his daughter's hand shot out to grab him by the throat, before she stood up, lifting him off the floor, her eyes dead-white as her body became coated by the same fleshy material as the other ghost-zombies, but leaving her head exposed.

Rising from the ground, Ghostfreak chuckled. "_You honestly didn't think it would be that easy to make me let go of my favourite puppet, did you, Ridgemount?_" he sneered. "_And really, Tennyson, I'm surprised you thought I could be stopped so easily by such a ridiculous toy..!_"

"Yeah, about that, freak," Ben snapped, holding up his wrist…revealing the green glow of the recharged Omnitrix, stopping Ghostfreak's laughter cold. "I _didn't._"

And with that, he popped up the dial and slammed it down, enshrouding him with emerald light, and causing the room-temperature to drop considerably. "_Big…Chill!_"

Momentarily cowed by the appearance of the Necrofriggian, Ghostfreak quickly regained his nerve. "_This changes nothing, brat! You can't sustain that form forever – you're mine the second it times out! I'll just enjoy myself by thrashing you in the meantime!_" Phasing himself, Ghostfreak flew straight at Big Chill.

Big Chill never even blinked; he simply turned to a vaporous form, matching Ghostfreak's phase, and lashed out with his claws as the phased Ghostfreak closed on him…sending the Ectonurite toppling to the ground, screaming with pain as he de-phased, his arm severely frostbitten from Big Chill's touch. "_You honestly didn't think it would be that easy to take me down THIS time, did you?_" Big Chill rasped mockingly. "_Anything YOUR body does, THIS guy does BETTER._"

Snarling, Ghostfreak got back up, shaking the ice off his arm, but before he could attack, Big Chill closed on him, smashing his knee into Ghostfreak's eye, bruising and icing it over. Ghostfreak stumbled back, but phased himself into the floor, shedding the ice. Expecting a counter, Big Chill turned to vapour, seconds before Ghostfreak popped out of the floor behind him. Finding his opponent ready, Ghostfreak turned towards Max and James, flying towards them to possess one or both of them. Big Chill flew after him, his phased hand grabbing Ghostfreak's tail and stopping him…which Ghostfreak had expected; de-phasing himself, he pulled Big Chill back into solid-state with him, before slamming his fist into the Necrofriggian's face, knocking him back. Hissing at the burn of the ice on his tail and fist, Ghostfreak phased into the ground, before coming up beneath Big Chill to grab his head and slam it into the ground, stunning him long enough for Ghostfreak to rise up above him, his fist ready for a strike…

Recovering fast, Big Chill exhaled a massive cloud of frozen vapour just as Ghostfreak struck. Coughing, Ghostfreak strained to see, his eye blurring with the cold…before he saw nothing – his fist had hit empty ground. Turning around, he saw the vapour-form of Big Chill…right before his frigidly phased fist plunged into his chest. "_**GGGRRRAAARRRGGGHHH!**_"

Big Chill smirked coldly at Ghostfreak's howl. "_Well, what do you know: you DO have a heart,_" he hissed, before his expression turned to a chilly glower. "_One-time offer, freak: let Lo and everyone else go, and I DON'T freeze you to the core._"

Gasping and coughing, with mist puffing from his mouth, Ghostfreak actually smirked back. "_Counter-offer, brat._"

"_**UUUUAAAARRRRGGGGHHHH!**_"

That scream of pure, undiluted agony erupted from Lo's mouth as she suddenly spasmed, dropping her father and crumpling to the floor, her hands over her heart as she screamed again. Catching his breath, James moved to her side. "Princess, what's wrong?" he cried.

Ghostfreak let out a wheezing laugh. "_Extra insurance, Tennyson: I left your little princess a bit more conscious than my other slaves!_" he chortled. "_Not enough for her to break free of my control…but __**just**__ enough for her to feel the exact same pain I feel!_" His smirk grew. "_Here's my deal, brat: let me go, and I DON'T take your little sweetheart with me when I go!_"

Big Chill was _seething._ "_You coward..!_" he roared, but it was drowned out by another scream from Lo, her back arching as she convulsed with agony…

Ghostfreak laughed. "_Well?_" Big Chill glowered at him…and pulled his hand back, becoming solid again.

Almost instantly, Lo stopped screaming, her breathing turning normal again.

His claws over his chest, Ghostfreak gasped for breath, before he smirked. "_Predictable as always, boy!_" he wheezed…before he darted towards Max and James.

Max grimaced. "Jim, hit the dirt!" he shouted, pushing James out of the way…just as Ghostfreak passed through him.

Big Chill's eyes went wide. "_GRANDPA!_"

As Ghostfreak came to a stop, leaving against the wall, Max's eyes went wide, as he, too, turned into a ghost-zombie…with Big Bertha still on his back. Turning towards them, the zombie-Max began to open fire. Forced to pull back, Big Chill quickly exhaled, raising walls of ice in defence, but Max's shots broke through easily, sending both he and James flying, the impact forcing the Omnitrix to deactivate, returning him to normal.

Groaning, Ben got back on his feet, looking towards the retreating Lo and Ghostfreak. "They're getting away! We have to go after them!" he shouted, before switching on his badge. "Gwen, come in! Ghostfreak's wise to us! He's on the run, and we're a man down and in pursuit! We need backup..!"

Ben never heard Gwen's reply, as James grabbed him by the shoulder, hauling them both behind a support-column, dodging Max's shots, as the remainder of Ghostfreak's army began to regroup. "Easier said than done!"

Popping up the control-dial, Ben's eyes narrowed as he saw the new addition to the watch's roster. "Not for _this_ guy!" And he slammed the dial down.

As always, the emerald energy engulfed him completely, remaking him from within: his body's carriage shifted and lengthened, stretching his torso while his legs slimmed, becoming denser, more compact, more _canine._ His arms lengthened, growing larger, as his back arched more, his spine lengthening into a tail, which grew furry, matching the fur that was sprouting out of his skin. His ears shifted to the top of his head, growing longer, as his jaw shifted ahead of his face, melding with his nose, and separating into four sections…

…and as the light faded, the Ben that remained was a tall, grey-furred, wolfen creature, supporting itself on all fours, partially upright, clad in black pants and a green vest emblazoned with the control-dial, his glowing green eyes narrowed. "_BENWOOOOOOLF!_"

Benwolf's lupine howl chilled James to the core. "Damn, I'm _never_ going to get used to that…"

With a feral snarl, Benwolf darted out of his hiding-spot, racing towards the massing zombies; closing on one, he ducked under its swipe, and then pounced, leaping onto its head…and then off again, into the air. Spotting the zombie-Max, he took a deep breath… '_Sorry, Grandpa…_'

…and then let it out. "_**AAAAAARRRRROOOOOOOOOOOOOOO!**_"

Benwolf's jaw opened up into four sections as he unleashed his lethal howl, letting loose a wave of sonic force over the zombies, blowing them away and clearing a path. Landing on all fours, Benwolf sniffed the air, his senses easily catching Lo's perfume. "I'm going after them! Follow when you can!" he snarled, before he loped after Ghostfreak and his captive as fast as he could…

…but he already knew where they were heading.

XXXXXXXX

_After her ten seconds of agony, the first things Lo noticed was that her gooey bonds had loosened, and that Ghostfreak was gone. 'Am…am I free?' Struggling as hard as she could, she tried to wiggle free…and got nowhere._

"_Don't bother, girl: you're still my puppet! I've just decided to control you from a distance!"_

_Catching her breath, Lo glared into the dark, trying to sound as brave as possible. "So why the change?"_

"_Because it suits me."_

_Lo didn't buy it. "Pull the OTHER one, ghost-kook!" she snapped. "It's that ray-gun Ben had, isn't it! It hurt you when it knocked you out of my body!"_

_Ghostfreak's confidence slipped. "SILENCE!"_

_Lo laughed. "Ben was right! You're just a big chicken..!"_

"_BE __**SILENT!**__" Ghostfreak exploded. "Do NOT forget your place, slave! Just for that, I will make Tennyson's demise all the more agonizing!"_

_Lo paled. "What do you mean?" she demanded…and then she knew. Somehow, either by dumb luck or by some side-effect from Ghostfreak's mind-control, she knew what he was planning. "N-No…"_

_Ghostfreak cackled. "Why so upset, girl?" he mocked. "Weren't you tired of your paramour neglecting you? You should be __**thanking**__ me."_

_Lo cringed. "I-I NEVER thought that..!"_

"_Your unconscious says otherwise."_

"_NO!" Lo cried. "No matter how flavoured I got, I NEVER hated Ben for that!"_

_The laugh echoed again. "I'll be sure to put that on Tennyson's grave!" he sneered. "After I deal with your friends, of course!"_

_The images from her eyesight told it all: dead ahead of her was her mother, along with Kevin, George, Sandra, Fin, and Reef. Seeing her, Gloria gasped. "Honey, are you…" she began, but she screamed as she then saw Ghostfreak floating beside her._

_Lo flinched. "Mom, RUN!"_

_Her warning never made it to her voice, as the real-time Ghostfreak laughed. "So good of you to join us!" he chortled. "It saves me the trouble of hunting you down!" With that, he waved his hand, summoning forth dozens of his zombified slaves from the adjacent hotel-suites, sending them pouring into the hallway towards the six of them, with Lo helpless to do anything but watch._

_Using the same flashlight-gizmos that Ben had used to drive Ghostfreak's body out of hers, the other five kept the zombies at bay, while Kevin picked off the ones that broke through with his blaster, but several still broke through, prompting him to touch a doorknob, turning his skin to brass, and slam an approaching ghost with a haymaker, knocking it into a second one and stunning both. For several minutes, they seemed to be making headway…until more and more ghost-zombies began pouring in from the rest of the hotel._

_With their new reinforcements, Ghostfreak's army began pushing the six of them back…just as Ghostfreak had planned, Lo realized. "Guys, LOOK OUT!" she cried, but again, her warning echoed only through her thoughts, as Ghostfreak phased himself, flying straight at Gloria and Fin…_

…_but instead, he passed through Reef, who pushed the two of them out of the way, his body convulsing as the evil Ectonurite passed through it. "See?" he cried. "What'd I tell you, betty? The comedy relief goes first, every single..!"_

_And then he went silent, as he was coated in the same fleshy film as the rest of the zombies, before he started to turn towards his former comrades…_

"_**AAAAAARRRRROOOOOOOOOOOOOOO!**__"_

_That deadly lupine howl tore through the air, bowling over dozens of zombies in its wake, zombie-Reef included, as a werewolf-like creature, bearing the Omnitrix's crest, bounded over the remnants of the zombie-army._

_Ben. He was still coming for her._

_That thought brought a thrill of hope back to Lo, but it was quickly replaced by horror. "Ben, watch out behind you..!"_

_The wolfen Ben never heard her cry as two zombies leapt onto his back. Snarling, he easily threw them off, but was set upon by four more, and then six…_

"_NO!" Lo screamed into the void. "Leave him alone..!"_

_At that moment, a mauve energy-wave shone over Ben from a side-corridor, grabbing the zombies and tossing them away, as Gwen and her team darted in. The remaining zombies started to regroup, but they were forced to scatter as James ran in after Ben, opening up with several shots from a bazooka-type weapon._

_With everyone reunited, Gloria gulped, looking ready to collapse. "I'm…I'm guessing that's you, Ben?"_

_The wolf-Ben nodded. "Yeah, Mrs. R. It's me."_

"_You can turn into a werewolf?" George exclaimed. "COOL!"_

_In the void of her thoughts, Lo heard Ghostfreak snarl. "I've played around enough! It's time to end this!" With that, Lo felt her body move, following Ghostfreak into a dark room._

_Room 1313. The place where all this had started._

_In the distance, Lo heard Ben growl. "I'm going after her! You guys keep these things off my back!"_

"_Just hurry up!" Gwen answered. "I don't know how long we can hold 'em!"_

_Lo's horror grew; Ben was walking right into Ghostfreak's trap. "Ben, NO! Stay away!" But it was no use; Ben couldn't hear her. Frantic, Lo renewed her struggles, straining against her bonds. She __**had**__ to get free._

_She had to save Ben…_

XXXXXXXX

With the others guarding his rear, Benwolf darted into the darkness of Room 1313, his nose straining to pick up Lo's scent; she was close. "You've got nowhere to run, Ghostfreak!" he snarled.

"_Nor do you, Tennyson._"

At his words, Ghostfreak came into view, his arms crossed. "_What an interesting history this room has!_" he remarked. "_Two lovers perished here, some time ago…and now, history may repeat itself!_"

Benwolf bared his fangs. "You so much as _TOUCH_ Lo, and so help me..!"

Ghostfreak laughed. "_Who said I was talking about me?_"

At that, something pounced on Benwolf from behind. Breaking loose, Benwolf whirled around, readying a sonic howl…and froze as he saw zombie-Lo, slowly closing on him, her expression still the dead-blank stare of Ghostfreak's mind-control.

Ghostfreak laughed again. "_I see you two still have some things to work out!_" he cakled. "_Far be it from me to interrupt a lovers' spat!_"

Benwolf ignored Ghostfreak, his gaze imploring as he looked at Lo. "Lo, _fight_ him!" he urged. "I know you're still in there..!" He got no further as zombie-Lo grabbed him and threw him clear across the room with supernatural strength. Benwolf landed hard, but quickly popped back up on all fours. "You can do it, Lo! Fight him..!" Once again, Lo threw him back across the room…but this time, he hit the wall chest-first, impacting the control-dial.

With a flash of green light, the Omnitrix deactivated, leaving a normal Ben lying on the floor. With frantic speed, Ben reached for the dial, to change again, but Ghostfreak's voice interrupted him. "_Don't bother, Tennyson; I won't be taking your body yet!_" he sneered. "_I have something better in store for you!_"

His smile darkened, if that were possible. "_I've already told your little female here about my ability to reanimate dead tissue, and regenerate a new body at will,_" he continued, "_so that's what I'll do with you! Your consciousness, even under my control, is too much of a hassle, so I will get RID of it!_" He chuckled. "_Or rather, SHE will!_"

At that, zombie-Lo moved towards Ben, and with that same dead stare, grabbed him by the throat, and lifted him up off his feet, slowly choking him.

Ghostfreak laughed. "_So I give you a choice, Tennyson: either you can break free and destroy me – killing your little paramour in the process – or you can die and let her live, albeit as my slave!_" he mocked. "_What to do, what to do…_"

Ben gagged. "You _bastard..!_"

Ghostfreak ignored him. "_The heroic choice should be obvious! Letting me take control of the Omnitrix and enslave the entire planet? Oh, no, we can't have that!_" he sneered. "_But murdering one's own lover…oh, no, that's not heroic at all! What to DO?_"

Spots of hypoxia appeared in Ben's vision, but he looked into Lo's dead-white eyes. "I'm…I'm not giving up, Lo," he gasped. "I _know_ you're there: you _can't_ give up!" Gagging, he tried to say more, but he was blacking out…

…and then the pressure on his throat vanished.

Gasping for breath, Ben gulped in as much air as he could, almost collapsing, but he froze as he met zombie-Lo's gaze.

The dead-stare was gone, replaced by an expression of torment, her eyebrows creased with misery, and tears leaking from her white eyes. "_B-Ben…_" she whimpered, her hands reaching for his face. "_H-Help me…_"

She was still there.

"_WHAT?_" Ghostfreak exploded. "_You DARE disobey me, you wretched little brat?_"

Ben clasped Lo's hands in his. "I'm here, Lo!" he promised. "I'm right here! I'm not leaving you! I'm gonna get you out of this, I promise..!"

"_Don't make promises you can't keep, Tennyson!_" Ghostfreak roared. "_As for you, girl, slaves are only supposed to do one thing: __**OBEY!**_"

With that, he clenched his fist…and a scream of agony erupted from Lo's mouth, her convulsions tearing her away from Ben and leaving her crumpled on the floor. After a few agonizing seconds, Lo sat up…and reached for him with one shaky hand, her expression still anguished…before another surge of agony hit her.

Ben was still as his mind raced: he had to do something.

There was nothing he _could_ do: if he destroyed Ghostfreak, he killed Lo.

He had to save Lo.

But there was no alien in the Omnitrix that could _possibly_ save her.

No alien…except…

Ben's eyes went wide as his hand moved, popping up the dial and selecting him. It was a total Hail-Mary, an utter shot in the dark.

It might not work; it probably _wouldn't_ work.

He could be trapped forever.

But if he didn't…

Ben's eyes narrowed, as he made up his mind. "_**I'M GOIN' HERO!**_" And he slammed the dial down, engulfing himself in green…

…_and he was instantly in the time between time, floating in the deepest space, before two floating green heads, one angry male, one joyous female._

_Seeing him, Bellicus scowled. "If you're expecting another freebie, human, you're out of luck!" he groused. "We have a lot of work to do!"_

_Nodding, Serena beamed. "We're so happy you came back! It's so nice to have a tiebreaker, again!"_

_Ben sighed; he should've known he'd have to do this the hard way. "Yeah, yeah, yeah!" he said. "It's great to be back, but we've got a problem, here..!"_

"_Then submit your motion for discussion during New Business!" Bellicus snapped. "Now, where were we?"_

"_We were discussing Old Business!" Serena piped up helpfully. "Motion to undo the destruction of Earth's dinosaurs! Is there a second?"_

_Silence answered her._

_Serena beamed. "Motion defeated!"_

_Both of them spoke as one. "Good meeting!"_

_Ben was dumbfounded. "You guys are STILL stuck on stuff that happened millions of years ago?" he shouted. "There's so much that can be done NOW!"_

_Bellicus snorted. "Still stuck in linear time, are you?"_

_Serena smiled. "Don't worry: you'll get past it, sooner or later!"_

"_AARRRRRGGGHH!" Ben cried. "Is that ALL you guys do? Just sit on your cosmic duffs and TALK about things?"_

_Bellicus bristled. "Of course not! We deliberate, and then we act!"_

"_HOW?"_

_Serena spoke up. "We act when we have majority!" she said. "That's why we're so glad you're here! It makes it so much easier!"_

_Ben was about to shout at her…but then he paused. "So what did you both do before I came along?"_

"_Debated, mostly," Bellicus grumbled._

"_But you have acted, before?"_

_Serena nodded. "Once or twice."_

"_How?"_

_Bellicus and Serena looked at each other. "When we agreed," Bellicus said._

_Ben wanted to smack himself. 'I am an IDIOT!' It was so simple._

_He didn't need to get majority._

_He needed to get them on the same page._

_But first, he had to play along. "Motion to table Old Business and open floor for questions!"_

_Both Bellicus and Serena looked surprised. "Seconded, I suppose," Serena said._

_Bellicus sighed. "Motion carried; floor is open."_

_Ben turned to Bellicus. "Bellicus, what's your opinion on death?"_

_Bellicus arched an eyebrow. "For linear beings, death is inevitable; only beings on our plane can undo it."_

_Serena piped up. "With deliberation, of course!"_

_Ben took a deep breath. "So it's not to be undone by one being's decision?"_

"_Of course not!" Bellicus thundered. "What linear being would dare be so arrogant as to even try?"_

_**Jackpot.**_

_Ben grinned. "I can think of one!" he declared. "Right now, I was dealing with a guy who's come BACK from the dead not just once, but TWICE!"_

"_**WHAT?**__" Bellicus exploded. "That arrogant little..!"_

_That was one; time for the other. "Serena, what's your opinion on romantic bonds between sentients?"_

_Serena beamed. "They're WONDERFUL!" she chimed. "When two beings unite, their hearts in tune with each other, the very universe sings!"_

_Ben smirked. "Well, what about when someone tries to use a bond like that to hurt someone?" he asked. "Like, say, somebody kidnapping my girlfriend to get at me?"_

_A gasp ripped from Serena. "That's…that's HORRIBLE!" she cried. "Who would do such a thing?"_

_Ben grinned. "__**Ghostfreak,**__" he answered. "The guy I just told Bellicus about."_

_Now BOTH of them were fuming. "That miserable little Ectonurite would DARE to defy cosmic procedure?" Bellicus roared._

_Serena wasn't far behind. "That MONSTER would use an innocent in such a way..!"_

_He had them both, now. "Motion to close question-period and open New Business!"_

"_SECONDED!" Serena declared._

"_MOTION CARRIED!" Bellicus shouted._

_Ben's smile grew. "Motion to save Lo, free Ghostfreak's slaves, and kick Ghosftreak's butt all the way BACK to the grave!"_

_Serena spoke first. "SECONDED!"_

_Bellicus' answer was a surprise. "__**UNANIMOUS!**__" With that, Ben felt his mind start to drift away…but not before he heard them speak as one._

"_**MOTION CARRIED!**__"_

…and he was back in the Omnitrix's green glow, remaking him inside and out, his body, his very essence turning to pure energy, his consciousness extending out to the very limits of the universe, his will binding his energies into a corporeal form…

…and when the light faded, in his place stood a tell, well-built humanoid entity, composed on blackness and dots of starlight, bound by a luminous edge where his energy met reality, his two eyes gleaming green, his head sporting three prongs at the forehead, and the control-dial on his chest.

His voice resonated through the fabric of reality as he spoke. "_**ALIEN X!**_"

The sight of the new Ben forced Ghostfreak to float back, horror written on his face. "_WHAT? A…a __**Celestialsapien?**_" he cried. "_HOW? How did Azmuth scan one of THOSE?_"

Alien X was silent, utterly still.

Several moments of silence gave Ghostfreak back his courage. "_You have no idea how to work it, do you?_" he guffawed. "_The arguably most powerful species in the universe…and you have no IDEA how it works! Oh, this is too RICH!_" Turning away, he looked at Lo. "_Well, then, until your lover decides to rejoin us, we'll just – AACK!_"

He was cut off as a starlit fist shot out and clasped around his neck, before Alien X threw him across the room with crushing force. "_**I never said I didn't know how to use this guy, Ghostfreak,**_**" **he resonated, as his eyes glowed brighter. "_**Ectonurite-stopping motion CARRIED!**_"

With those words, Alien X let loose a massive, off-white energy-surge from his body, radiating through the room and the hotel beyond; as the wave touched her, Lo was instantly cleansed of Ghostfreak's control, washing the fleshy coating from her and leaving her exactly as she'd been. Seconds later the door opened, as the others poured in, with Gwen at the head. "Ben! The guests are back to…_oh._"

Alien X turned towards her. "_**Got it covered, guys.**_"

George blinked. "Who's _that_ guy?"

Kevin grinned. "Say hello to Alien X, pipsqueak."

Gwen nodded. "He's Ben's most powerful alien," she added, "and I think he just figured out the owner's manual."

Turning back to Ghostfreak, Alien X felt satisfied to see a look of utter _panic_ on that inverted face. Desperate, Ghostfreak phased, flying towards Lo, but Alien X simply gestured, forming an energy-glyph in the air…which turned into a rippling bolt of force that roared through _every_ quantum-state, blasting Ghostfreak clear across the room. Before Ghostfreak could recover, Alien X morphed into a miniature, uni-directional black-hole, sucking the Ectonurite into his endless starlit void, where he unleashed an explosion of starlight that blew him back out again.

Scorched to within an inch of his life, Ghostfreak managed to get back up, flying straight at Alien X in sheer desperation, but Alien X split into three, each with its own quantum phase, encircling Ghostfreak in mere nanomoments; the first one slammed his fist into Ghostfreak, knocking aside and forcing his quantum state to match the state of the second, who kneed him in the stomach, shifting him into the state of the third, who grabbed his tail and slammed him to the floor, before the three reunited, and pasted Ghostfreak with an energy-beam from his palm. Ghostfreak tried to get up, but Alien X teleported to his side in an instant, grabbing him by the throat and lifting him up. "_This…changes…NOTHING!_" Ghostfreak wheezed. "_Even if you destroy me here, Tennyson, I'll come back, again, and again, and AGAIN! I will haunt you until the day you..!_"

"_**Then COME back!**_" Alien X thundered. "_**Be my guest! Come back as often as you like!**_" His eyes narrowed. "_**I'll be HAPPY to grind your undead butt into the ground, again, and again, and AGAIN, as often as it takes for you to get the message!**_"

His tone turned cold. "_**But personally, I'd like to see you TRY and come back from THIS one!**_" he roared. "_**THIS IS FOR HURTING LAUREN!**_"

Morphing his hand into an off-white gleaming claw, Alien X plunged it into Ghostfreak's chest…and ripped out a staticky, pale-blue, semi-translucent image of him. As Ghostfreak's body went limp, Alien X tossed it aside, before slashing his energy-claw into Ghostfreak's essence, slicing off an arm, then his tail, and then half of his torso, and finished by grabbing it, lifting him above his head and _pulling…_

_**"URRRRRRRRAAAAARRRGGGHH!"**_

Ghostfreak's bloodcurdling scream of agony shook Room 1313 to its core, as Alien X ripped his life-force apart into a million shards of pale-blue, which vanished like morning-dew in the sun.

The others could only stare. "Holy…" Broseph murmured. "Dude just ripped out Spooky's _soul…_"

Ty finished for him. "..and _blasted_ it into a million tiny pieces…"

Slowly, Gwen walked towards Alien X. "Ben?" she asked. "Are you still with us?"

Calming himself, Alien X nodded. "_**Yeah,**_" he answered. "_**That last one…that was Bellicus' idea.**_"

Kevin whistled. "Remind me not to make him mad."

Alien X was about to respond, but a sniffling drew his attention to the side…where he saw a whimpering Lo, her eyes red and teary, wide with fright as she let out gaspy, hyperventilated sobs, her entire body trembling, her knees on the verge of collapse. Horrified anguish overcame him, as he realized what she'd been through…and what she'd seen him _do._ "_**Oh, God…Lauren, I…**_"

With a wailing sob, Lo threw herself into his arms, burying her face in his chest as she let out a heartbreaking wail, the dam breaking as she started crying out everything that had happened. Gently, Alien X embraced her, holding her close. "_**Ssshhh…it's okay, now,**_" he soothed. "_**It's all over…**_"

"I-I d-didn't…m-m-mean it!"

Lo managed to slow her tears enough to choke out a whimper. "T-Those things Ghostfreak m-made me s-say!" she wailed. "I-I d-didn't m-mean _any_ of them! I d-don't hate you! I _n-never_ h-hated you! He m-m-made me..!"

"_**I know he did, Lauren,**_" Alien X whispered. "_**Oh, God, this was all my fault; I should never have left you…**_"

"…b-but you c-came b-back!" Lo sniffled. "H-He said you wouldn't…b-but you did!"

Alien X hugged her closer. "_**I'll ALWAYS come back for you, Lo,**_" he promised. "_**Always.**_" Lo started to reply, but he started to feel his thoughts wander…

…_and he was back in the deepest expanse of space, floating before Bellicus and Serena. "Alright, human: we've given you enough free rein!" Bellicus grumbled. "Time to get back to business!"_

_Serena was ecstatic. "That was wonderful!" she cheered. "I honestly can't REMEMBER the last time the two of us agreed! Thank you, Ben!"_

_Bellicus scowled. "Fine, fine, I suppose it was…gratifying to actually accomplish something," he grumped. "But don't think you can trick us so easily the next time, human! I'm wise to you, now!"_

_Ben chuckled. "If you say so," he answered. "I'd love to stay and chat, but I have to go: Lauren needs me, right now, not Alien X." He grinned sheepishly. "Motion to let the Omnitrix time out and turn me back to normal?"_

_Bellicus just frowned._

_Serena, however, smiled knowingly. "Seconded!" she chimed._

_Bellicus grumbled. "Motion carried."_

…and he was back in real-time, engulfed by the Omnitrix's ruby flash, leaving a normal Ben hugging Lo, who hugged him tighter as she kept sniffling. "See?" Ben joked. "Told you I'd always come back!"

Lo chuckled wearily at that, before she looked to her parents, her tears flowing, again. "_M-Mommy!_"

Bursting into tears herself, Gloria ran to her daughter, pulling her into a hug. "Oh, sweetie!" she cried. "Thank heavens you're okay!" As James followed, hugging his daughter and wife, Ben stepped back, to let Lo have her moment with her family, and to catch his breath, still reeling from everything.

It was over.

XXXXXXXX

_**Omnitrix Database**_

_**File-name:**__ Benvicktor_

_**Species-name:**__ Transyllian_

_**Home planet: **__Anur Transyl_

_**Abilities:**__ Subject is capable of self-generating an electric current well in excess of 100 Mega-amperes, and can expel current in uni-directional bursts. Subject can also generate magnetic fields of significant strength, allowing for vertical locomotion and zero-gravity manoeuvring. Subject's level of bio-engineering and cybernetic enhancements provide a high level of strength and durability, as well as the ability to endure total vacuum. Subject's cybernetic implants also allow for some degree of control over low- to mid-level technology._

_**Description: **__The work-horse of the Ectonurite-dominated Anur System, the denizens of Anur Transyl appear to have been selectively bred and modified by years of Ectonurite control and bio-engineering, resulting in a race of beings far removed from whatever life-form arose on Anur Transyl naturally. With all traces of the original Transyllian race all but wiped out, only the new Transyllian race remains. Uniquely suited to operate the machinery of the Ectonurite empire, the Transyllians, like the Khufans, may have influenced Earth-culture by a stray wormhole, perhaps inspiring the tale of Mary Shelley's "Frankenstein." Mysteriously immune to the phase-possession powers of their Ectonurite masters, the Transyllians stoically lumber on, perhaps having long since abandoned all hope…or perhaps merely biding their time, waiting for the perfect chance to rebel._

_**File-name:**__ Benwolf_

_**Species-name:**__ Loboan_

_**Home planet:**__ Luna Lobo_

_**Abilities:**__ Subject can project a high-frequency ultrasonic howl capable of destroying most known structural materials. Subject also possesses high levels of strength, agility, and speed, as well as an exceptional sense of smell; subject can detect scent-molecules at levels of 5 ppb (parts per billion) from a distance of 10 kilometres. Subject's teeth and claws are extremely dense and sharp, rendering subject capable of shredding most alloys. Subject's eyes contain no cones, leaving it colourblind._

_**Description:**__ Arising from the forested moon of Anur Transyl, these denizens of Luna Lobo were rumoured to be the first victims of Anur Phaetos' expansion, judging from the handful of testimonies derived from the surviving expeditions. Fierce hunters, the Loboans fought tooth and claw against their ghostly invaders, erupting in a war that turned pack against pack, until the Loboans had only a shadow of their former numbers, making the Ectonurite occupation all but academic. Enslaved as the new military enforcer of the Ectonurite empire, the Loboans were reduced to mere fighting-dogs on a leash, their culture and history purged from existence by their hated masters. A small handful of rebels were rumoured to have fled through a wormhole to the forests of Earth, undoubtedly spawning such legends as the "werewolf," and, by some American Aboriginals, "the "Yenaldooshi." The commonality that suggests this is the number of tales describing the Loboans' terrifying sonic howl in the dead of night, while the locals trembled in fear…never knowing the far more terrible truth: the howls they heard were not threats, but mournful lamentations of former slaves, crying out for their brothers across the stars._

_**File-name:**__ Alien X_

_**Species-name:**__ Celestialsapien_

_**Home planet:**__ unknown_

_**Abilities:**__ Subject possesses the ability to manipulate energy on both a quantum and universal scale, enabling it to directly manifest its thoughts and reshape reality any way it sees fit. Subject's body is composed entirely of energy bound solely by willpower, rendering it invulnerable to all known forces and weaponry. Subject is capable of viewing events from outside of linear time, and can affect changes to reality in any time-frame._

_**Description:**__ Next to nothing is known for certain about the mysterious Celestialsapiens; even their very existence is doubted by many sentients throughout the galaxy. The only known trace of Celestialsapien presence was found upon what is now the planet Primus, terraformed by Galvan inventor Azmuth to house the Codon Stream; all that was found was a wall of stone-etched hieroglyphics, depicting a race that existed before the Big Bang, who transcended the mortal plane, and sang the very universe into existence. Nothing more is known for certain, but rumours persist of patterns in the universe's background radiation: the echoing of the Celestialsapiens' hymn of rebirth._

_Author's Note: Sorry for the delay, everyone! Between a new job AND university starting, it's been hectic! The next one shouldn't take as long! Thanks for understanding!_

_Oh, and I've made a few tweaks to the Database file on Ghostfreak, in case anyone's wondering._

_Coming Soon:_

_With Ghostfreak gone and his hostages freed, the crisis at Surfer's Paradise is over…_

…_but at what cost?_

_Could this be the end of Ben and Lo's summer romance?_

_Find out, in the conclusion to this chilling tale, coming to your computer soon…_


	5. Recovery

CHAPTER FIVE: RECOVERY

_Surfer's Paradise Resort, July 29, 2010_

Following Alien X's energy-wave, every single hotel-patron and employee was freed from Ghostfreak's control, with the side-effect of their memories of the incident being erased. That was okay in Max's books, since they didn't have to deal with a lot of people who knew about aliens…

…but it also meant that they needed one _heck_ of a good cover-up.

At Max's advice, James had all of Ghostfreak's former victims congregate outside the hotel, while the police and HAZMAT personnel – many of which bore hidden badges with hourglass-crests – checked them out, relaying the story Max had passed along.

Standing with the hotel senior staff, Kelly – still in her uniform – groaned. "Oh, God…my head is _killing_ me…"

"You can say that again, sheila," Ripper agreed.

Standing next to James and Johnny, Max nodded. "You kids were lucky you weren't nearby when that gas-line blew; just standing within 100 yards of it could've killed you."

Bummer frowned between winces. "That's awfully strange, sir," he said, "because gas-leaks take an awful long time to reach dangerous levels over an entire building! Plus, I was on the main floor, and I didn't smell any..!"

Johnny piped up. "But sir, don't you remember? We were all in the lobby when you smelled it and told us to evacuate! And then you ran back in and pulled the fire alarms! You saved us all!"

Bummer blinked. "I did?"

James nodded. "You most certainly did, Andrew," he agreed. "Once this mess gets cleared up, you're looking at a raise at the very least!"

Bummer beamed. "_Really?_" he exclaimed. He looked like he was about to dance for joy…until he cringed, putting his hand to his head. "_Ow._"

As the three of them stepped back from the crowd, Johnny sighed. "So we do all the work, and _Andrew_ gets a raise?" he asked. "This was _definitely_ a horror-movie."

"It was that, or let him start asking questions, John," James said. "For what all of you did tonight, you're _all_ looking at raises." Now it was his turn to sigh. "I just need to figure out what I'm going to tell the insurance company…"

"You don't need to worry about that, Jim," Max said. "The people I work with have a long-standing fund used to clean up after alien-based incidents like this; they'll smooth over your insurance's ruffled feathers." He chuckled. "It sure came in handy over that summer, 6 years ago!"

"The one with your grandchildren tagging along?" James asked, before he grimaced. "Oh, God…Max, I'm sorry to say this, but after tonight, I don't know what to do about Ben!" He put his hand to his head. "I know he's a good kid – I can't think of _any_ teenager who'd put himself in danger like that to save my daughter – but at the same time, that…_thing_ on his wrist might just be the most dangerous thing I've ever _seen!_ How can I let something like that stay around my family..?"

Max nodded gently. "I can understand why you'd feel that way, Jim," he said. "I think it's time I gave you the _whole_ story."

James snorted. "There's _more_ to this?"

"You asked about what I did, didn't you?" Max replied. "The way I see it, this explanation is long overdue."

James blinked. "What does that have to do with..?"

"_Everything_, Jim," Max answered. "I suggest you sit down…because this is going to knock your _socks_ off…"

XXXXXXXX

_Penthouse Suite_

The sun was just hinting at the edge of the horizon as James made his way back to the penthouse, still in mild shock from what Max had told him.

He'd been right: that story had knocked his socks _clean_ off. Any other time, he'd have assumed his old pal was yanking his chain…but after what he and his family had seen, tonight…

Walking through the living room, James came to Lauren's room, where Gloria, Tyler, and George were waiting outside the closed door. "We're letting Lauren sleep here, just for tonight," Gloria said. "I know what you said, James, but after everything..!"

"…she should be here with us, Gloria. I agree," James soothed. "How's she doing?"

"Lo hasn't said a word since she left Ben's side," Ty answered.

George nodded. "Yeah; not even me bugging her got her to talk!"

James knew what that meant. "She's still in shock."

Gloria looked stricken. "What are we going to do, James?" she asked. "Our little girl may have…she may have PTSD..!"

"One thing at a time, honey," James said, calming her. "First we make sure Lauren feels safe again." Moving to the door, he lightly tapped on it. "Lauren? Princess? Can we come in?"

When only silence answered him, James slowly turned the doorknob, and inched the door open, allowing them to see Lo, sitting on her bed, her back propped up by her pillows, her knees pulled in close to her chest, her arms hugging her favorite teddy-bear close to her, and her eyes still red from crying, and wide with fright, staring off into space. Gently, Gloria sat down at her bedside. "Hi, baby," she whispered with a smile. "How are you feeling?"

Lo didn't even move or blink.

"We're all glad you're okay, sis," Ty said.

George chuckled. "Man, if I'd known this was all it took to get you to clam up, I'd've spooked you _long_ ago!" he teased. When Lo didn't respond, his smile turned to a worried frown. "See? Nothing!"

Ty sighed. "Yeah, like she'd respond to _that_, George…"

"Tyler. George." James' voice was flat. "Not now." Sitting on the other side of his daughter's bed, James looked into Lo's wide eyes. "Sweetheart, I know it doesn't seem like it, but I _do_ have some idea of what you're going through," he said softly. "When I was still with the Rangers, there were a _lot_ of things I didn't feel I could talk about with anyone, not even your mother." He sighed. "But I learned pretty fast that those kind of things can only hurt you if you keep them bottled up." He stood back up. "So, whenever you're ready, you can talk to us – to _any_ of us. We promise that what happened to you can't hurt you, anymore." Glancing to the rest of his family, he motioned for them to follow him out…

…but a tiny voice stopped them. "D-Daddy?"

Turning around, James saw that Lo's gaze had shifted an inch towards them, and he was instantly by her side again. "I'm here, sweetheart; we all are…"

"W-Where's Ben?"

James was taken aback for a moment. "He's just outside, honey."

Lo's lower lip quivered. "_I want Ben!_"

Gloria flinched at her daughter's demand. "Tyler, George, could you give us a minute?" As her two sons left, Gloria sat at Lo's side. "Sweetie, you've had a major shock; you do _not_ need someone who would just remind you of that…"

Lo started to turn hysterical. "_Get him here!_" she wailed, her pleading expression turned to both her parents. "_PLEASE!_"

Gloria was about to reply, but James' hand on her shoulder stopped her. "Just give us a minute, Princess," he said, which calmed her, allowing the two of them to leave.

As they left their daughter's room, Gloria spun on him, her expression incredulous. "You're _considering_ this, James?" she cried. "I know Ben's a nice kid, but that…that thing on his arm is _dangerous!_ How can we even let him _near..?_"

"I had that very same thought just a few minutes ago, Gloria," James replied. "Max cleared a few things up for me."

Gloria crossed her arms. "Well, I'd sure like to hear them!"

James chuckled. "Ask Max: he tells the story better, since he was there." His tone turned serious. "After tonight, I can say I'd trust Benjamin to watch my back."

"But can we trust him with _our daughter?_"

James sighed. "_That_ one I'm still trying to work out," he admitted. With that, he turned to go. "So I think it's time he and I had that man-to-man talk…"

XXXXXXXX

"Change into something."

"No."

"Change into something."

"No."

"Change into something."

As he, Gwen, and Kevin stood out on the penthouse balcony, Ben felt his eyebrow start to twitch as George, after walking onto the balcony, repeated his demand for the umpteenth time. "_No_, George; for the last time, the Omnitrix is _not_ a toy."

Kevin snorted. "And that's the guy who used to…"

"_Kevin,_" Gwen quietly chided.

George wasn't phased. "Aw, come on! Please?" he begged. "I never even got to see you do much with that X-guy! Change into something cool!"

Both of Ben's eyebrows started ticking. '_I'm starting to see where Lo's dad got that habit._' "Even _if_ I was willing George – which I'm _not_ – the Omnitrix is _timed OUT!_" He held up the watch, its dial still ruby red. "Until it recharges, I _can't_ use it again!"

George's smile fell. "Aw…" he said, before he perked back up. "Hey! You think _I_ could try to use…"

Ben, Gwen, and Kevin all spoke as one. "_NO!_"

Pouting, George was about to reply, but his father's voice stopped him. "I hope you're not making a nuisance of yourself, mister."

Turning, Ben paled as he saw Lo's father standing in the patio doorway. '_Uh, boy; time to face the music…_'

Likely anticipating his thoughts, Gwen piped up. "Is there any major damage to your hotel, Mr. Ridgemount?"

James shrugged. "Not as much as I thought. Max is confident his Plumber-pals can smooth things over with the insurance company."

Gwen nodded. "Well, Kevin and I would be happy to help with the repairs by working here for the rest of the summer."

Kevin arched an eyebrow. "We would? _Ow!_" He recoiled from Gwen's light elbow to his side. "Uh, I mean, yeah, of course we would."

"That's good of you both; be sure to stop by the front desk for your paperwork," James said. "Right now, though, Benjamin and I need to talk."

Ben sighed. "It's okay, guys: I said that if Mr. R. wanted to kill me afterwards, he could," he said. "You two can go on; just tell Mom and Dad I'm sorry I messed up their vacation."

Gwen smiled gently. "You can tell them _yourself_, Ben," she answered. "We _will_ see you later." With that, she, Kevin, and George headed off.

Alone with his girlfriend's father, Ben took a deep breath. "Can I at least ask you to use something painless?"

James folded his arms. "Right now, that depends on _you_, mister," he said. "We have a few bridges to cross."

"I'm sure we do," Ben agreed. "Well, sir, I think I know – or at least have an idea – what you're going to say, and you're right."

James arched an eyebrow. "Really."

Ben nodded glumly as he looked back out at the dark sea on the horizon. "I put Lo – and everyone, really – in danger, today: both by leaving her _and_ by having the Omnitrix," he said. "As long as I have it, I'm _still_ a danger to her – Ghostfreak may have been one of the worst, but he was _far_ from the only one that wants me dead. You know that bomb-threat that got called in, a week ago? That was really done by the Forever Knights, who kidnapped Lo _and_ our friends in order to get me to offer up my neck in exchange! You don't have to explain it to me; I'm _dangerous._ I _get_ it." His head drooped. "The thing is, sir, I don't think you even _need_ to bother with this talk: after tonight, I think it's safe to say that Lauren is going to _drop_ my butt _so_ fast!"

"Getting a bit ahead of yourself, aren't you?"

"She almost dumped me when my team and I rescued her and the others, sir," Ben said. "When she saw me use the Omnitrix, she freaked out. And even if she hadn't, what happened here tonight would've sent my _last_ girlfriend running for the hills! And _she'd_ had the better part of a _year_ to come to terms with it!" His expression grim, he turned to go. "So you don't have to tell me; I'll have my things packed and ready to go by the morning…"

"Twelve."

Ben stopped at James' statement. "Huh?"

James looked haunted. "That's how many times my old Alpha-Unit called me up and let me know there was someone from my Ranger days gunning for me."

Ben paled. "Holy…how did..?"

"How did I deal with it?" James anticipated. "Well, I still have plenty of friends in the Army, but when one of 'em got _too_ close…I did the same as you did, tonight." He chuckled. "Well, maybe not _exactly_ the same; I never had any hardware that could rip out a Tango's soul…although I would've liked one."

Ben smiled nervously. "Yeah; Alien X was always kinda hit-or-miss for me, before. I won't be making a habit of using him." His expression turned serious. "Does Mrs. R. know about..?"

"Gloria knows about what happened; she knew what it could be like when she married me," James said. "Our kids _don't_ know, and they don't _need_ to."

Ben nodded. "Got it."

James sighed. "I honestly thought that whatever threat my family would face would be from me and my past," he continued, "so I suppose I forgot that whoever Lauren met might have ghosts of their own haunting them." He shrugged. "I didn't expect anybody as young as you to have 'em, though."

Ben paused. "Uh…what exactly are you saying..?"

"I'm not fussy about the fact that you have your own kind of Tangoes ghosting you," James answered, "but considering that Gloria puts up with mine, I can't really judge. And because Lauren's my little girl, my knee-jerk reaction is that _no-one_ is good enough for her…but if I can't be satisfied with a junior space-cop, who saved the entire universe twice, risked getting possessed by a space-ghost to save her, risked losing his mind forever, turned himself into a veritable _god_, and then _gave up_ that power to comfort her…well, then I guess I'll never be satisfied."

Ben blinked. "H-How did you know about all that?"

"Max told me, son – the _whole_ story."

Ben held his breath. "So…are you saying…are we…okay?"

James frowned. "Just one thing," he said. "You know what you and Lauren saw Gloria and I doing?"

Ben cringed. "It rings a bell."

James' glare was deadly fierce. "You even _think_ about doing that with Lauren before she's 18 and consenting, and you're _dead meat._"

Ben shivered. "Don't _worry!_" he replied. "No offence to you and Mrs. R., sir, but after seeing you two, it's safe to say that Lo and I won't even want to _think_ about…that before we're at _least_ that age!"

"_Good._" James' expression relaxed. "So you plan on joining up with these "Plumbers," eventually?"

Ben shrugged. "It's starting to look like my only viable option."

James chuckled. "Ever consider enlisting?" he suggested. "I'm sure the Rangers could use a recruit like you."

Ben blinked, before he smiled wryly. "Ask me again if I survive high school."

James laughed. "Fair enough!"

Ben became serious again. "So…you and Mrs. R. are really okay with all this?"

James sighed. "Well, Gloria's still a bit jumpy on the whole subject, but I'm sure she'll calm down," he said. "I think we _have_ to be okay with all this, because just now, our little girl wasn't crying out for either of us."

He looked Ben in the eye. "She was crying out for _you._"

Ben's eyes went wide. "_What?_" he exclaimed. "Lo's crying for me? God, Mr. R., why didn't you _say_ so?"

Quickly, Ben darted back into the penthouse, racing towards Lo's room, slowing only as he reached her door. Inching it open, he peered in, and flinched as he saw her sitting at the back of her bed, hugging her teddy-bear as she sniffled. "Hi."

Lo sniffed. "Hi," she whimpered back.

Slowly, Ben walked in, leaving the door open a crack. "How are you feeling?"

"How do you _think?_"

Ben wanted to slap himself. "Right. Dumb question."

Lo sniffled. "I just…I _really_ don't want to be alone, right now."

Ben sat down next to her. "You're _not_, Lauren," he promised. "I'm here, and so are your folks."

"My fam doesn't understand," Lo murmured. "Daddy _kinda_ does, maybe, but not like you do." She hiccupped. "T-They don't k-know what kind of…of monsters are out there..!"

Ben gently pulled her into a hug. "It doesn't _matter_ what's out there, baby; I am _not_ going to let anyone – or anything – hurt you," he vowed. He scrunched his eyes. "I shouldn't have let this happen – if I'd just _been_ there…"

"…it would've been someone else!" Lo interrupted, lifting her head, letting her teary gaze meet his. "I-I _felt_ what was in Ghostfreak's head, Ben! He _h-hated_ you so much! He would've grabbed _anybody_ to get at you! If it hadn't been me, he'd have probably grabbed _any_ bystander!"

Ben nodded grimly. "Probably."

Lo tried to slow her sniffles, managing a faint smile. "A-And you'd have still stopped him," she murmured, "b-because that's w-what you do!" She nuzzled her head into his chest. "I _get_ it now, Ben; I didn't, before – not really – but now I _do._"

Ben hugged her closer. "You shouldn't have had to go through that to understand, Lo," he whispered. His chuckle was half-hearted. "Bet you're sorry you didn't go to cheer-camp, huh?"

Lo shook her head. "Not really," she sniffed. "I wouldn't give up my own knight in shining armour for _anything._" She weakly giggled. "I just forgot that where knights are, monsters aren't far behind."

Ben took a deep breath. "Yeah, there's…probably going to be more where _he_ came from," he admitted. "Look, Lauren…if you want out…"

Lo just hugged him tighter. "You're _worth_ the monsters, Ben."

At those words, Ben grinned goofily, as he hugged her just as tight. "So are you," he promised, before chuckling. "So, you're a cheerleader, huh?"

Lo half-smiled at his teasing. "Shut up."

Ben shrugged as he looked around. "I guess I should've figured; this room is a dead giveaway…"

He was silenced as Lo clobbered him with her pillow, knocking him to the floor. "You goofball!" she half-laughed. "I've had this major trauma, and you're harshing on my interior-decorating? What kind of boyfriend _are_ you?"

Sitting up, Ben grinned. "The kind that knows enough to get you laughing after a major trauma."

Pouting, Lo crossed her arms. "Great! Now I can't even be _mad_ at you!"

Sitting back down beside her, Ben turned serious as he met her gaze. "Are you gonna be okay?"

Suppressing a sniffle, Lo nodded. "I…I think so," she answered, her lip quivering. "It's just…could you please stay with me, tonight?"

That statement – combined with James' warning – sent alarms ringing through Ben's head. "Uh, Lo, I'm not so sure that's such a great idea; your dad might think…"

"Please, Ben?" Lo pleaded, holding up her bear for emphasis. "I just need to cuddle something bigger than Mr. Snugglecakes."

Managing to keep from chuckling at the bear's name, Ben thought fast. '_Mr. R. said no doing…that, but he never said anything about being a stand-in teddy-bear…_' Clearing that thought from his head, he took a deep breath, and nodded; if she needed him, he wasn't going to bail. "Okay," he said, standing up and opening the door. "Let's just leave this open, so nobody gets the wrong idea." Walking back, he lay down on the bed, flat on his back, which let Lo curl up next to him.

The second his head hit the pillows, Ben's nose was tickled by vanilla and lavender, but those scents were quickly drowned out by the alluring floral fragrances of Lo's hair as she nuzzled her head into his chest…nearly sending his hormones through the ceiling. '_Oh, man…oh, man…_' Ben mentally whimpered, as he placed a protective hand on Lo's back. '_Okay, okay, gotta distract myself: baseball, soccer, video-games, Sumo-Slammers, the Sumo-Slammer video-game, that time Gwen and I got sucked into the game complete with samurai getup…which Lo would look majorly hot in…no, NO! Dig DEEP! Mr. Smoothie, library books, studying, fighting the Highbreed, stopping the Vreedle brothers..!_'

"Ben..?" Lo's sleepy voice broke through Ben's thoughts as she nuzzled closer to him…sleepily draping one of her knees over his. "You're…my…hero…"

Those words, coupled with her motions, sent Ben's brain into a death-spiral. '_Oh, God, this is TORTURE!_' he thought. '_It's gonna be a long night…_'

XXXXXXXX

_Surfer's Paradise, July 30_

"Okay, I'd just like it on record that yesterday was _NUTS!_"

As Reef, Fin, Emma, and Broseph walked into the main lobby, Johnny heard Reef's exclamation, as well as Fin's reply. "I'm with you, Chowderhead…which is terrifying in itself."

"Funny, betty."

"Hey, at least we're all getting raises out of it!" Johnny interjected. "Anything more than that, and Bummer would've started asking questions!"

Broseph shrugged. "Cool by me, bro; with all the cleaning up we're gonna have to do, a little extra coinage is pretty sweet."

"Sounds like you could use some extra hands, too."

Turning around, the five of them found Gwen and Kevin standing there. "After everything, we figured the least we could do was sign up and give you guys a hand," Gwen said.

"Translation: _she_ decided," Kevin quipped.

Gwen fixed her boyfriend with a semi-annoyed stare. "_Anyway_, we were hoping you guys could show us to the locker-rooms."

Fin grinned. "No problem!" she said. "Welcome aboard!"

Reef nodded. "I hear that! Now that I've got the hang of it, I'm down with helping you three bust some baddies, now and then!"

Kevin snorted. "Says the first guy to get zombified, yesterday."

"Pfft! Like that'll happen again!" Reef said. "No _way_ is anything gonna get the drop on the Reefster, now!"

Kevin grinned slyly. "In that case, don't look over your left shoulder."

Reef blinked. "Why? What's over my – _AAAAHHHH!_"

Reef's girlish scream cut the air as he darted behind Kevin, but no-one could fault him for it as they all saw the grotesque form of Ghostfreak suspended within a high-tech tank as Max wheeled the tank out of the elevator, with Carl and Sandra right behind him. "_Jeez_, Madcap! Scare a grom out of his shorts, much?"

Broseph gulped. "Uh, dude? Don't you think you should keep Spooky _hidden..?_"

"Relax, kids," Max said. "As per my people's instructions, all the guests are sticking to their rooms for the next few hours. Nobody's going to see this nasty fella."

Fin shivered. "I thought…didn't Ben..?"

"Take care of him? I'll say he did!" Max answered, tapping the tank…which got no response. "The lights are off, and nobody's home. This is nothing but an empty shell."

Sandra frowned. "I still say you should just toss that thing into a shuttle and send it into the _sun_, Max!"

Carl nodded. "I agree, Dad; if that thing can come back from..!"

"I'm not saying I disagree, son," Max countered, "but there's still a lot the Plumbers don't know about Ectonurite physiology! Unless someone has a better idea, the best thing to do is send this thing to the Plumber's xenophysiologists!"

Emma blinked. ""A better idea"?" she repeated. "What else _can_ you do with a soulless corpse?"

Max shrugged. "Well, he _did_ come from the Omnitrix…"

"_Absolutely not!_" Sandra shouted. "There is no _way_ I'm letting our son…reabsorb that monstrosity!"

"Who's reabsorbing what, Mom?"

Turning, the entire group found a red-eyed, jacketless Ben walking out of the elevator. Noting his state, Reef grinned. "Lo keep you up, dude?"

Ben yawned. "Yeah, but not in the way you think; I was her stand-in teddy-bear."

Reef's smile collapsed. "That's _it?_ _Dude!_"

Ben rolled his eyes. "Yeah, I'm gonna make out with Lo while her parents are _right outside,_" he drawled. "I've earned back most of my goodwill, but not _that_ much; I got enough wary stares on my way out as it was, Reef." Looking around, he spotted Ghostfreak's shell. "So what are we doing with him?"

"Well, unless anybody has another idea, Grandpa was gonna take him to the Plumbers," Gwen answered.

"What other idea could there _be?_"

Kevin shrugged. "You could always stuff him back in the watch."

Ben's eyes narrowed. "After what he did to Lo?" he muttered. "If you're not gonna dissect him, _fry_ him."

"Hold your horses, Ben; this isn't something to decide lightly," Max said. "Judging from what you did with Alien X, I'd say this shell won't be causing any more problems…"

"No offence, Grandpa, but that's what we thought the _last_ time we fried Ghostfreak," Gwen said. "I say get rid of him!"

"Amen to that, Red!" Fin agreed. "Anything capable of coming back from the dead should be kept on _ice!_"

Emma nodded. "Especially if he makes zombies!"

Johnny cringed. "Yeah, that's a definite entry in the minus-column."

Reef spoke up. "Hold up, bras; bad news or not, did you _see_ how much butt Spooky kicked, yesterday?" he said. "If that's what he can do, I say put him back in the lineup!"

"Dude's kinda got a point there, bros," Broseph added. "I know the guy is – was – major on the undead harshness, but he might come in handy if Ben's got even _harsher_ bad-dudes gunning for him. Better to be prepared, right?"

"Not if he can take Ben over!" Sandra insisted. "Who's to say that thing won't come back, again? I don't want it anywhere _near_ him!"

Max sighed. "Well, Ben? It's your call."

His eyes scrunched shut, Ben put his hand to his forehead. "I…I don't know…"

"Is there any risk of Ghostfreak's mind coming back?"

Once again, everyone had to turn to see the new voice, finding a wobbly Lo, in her sundress, with Ben's jacket over her shoulders, standing there. "Lo, what are you doing up?" Ben asked, moving towards her. "After everything, you need to rest…"

Lo repeated her question, interrupting him. "Is there a chance his mind could come back?" she pressed. "Can you sense anything, Gwen?"

Warily, Gwen held a glowing hand over the tank, before she withdrew it. "Not a trace of him," she confirmed. "Like Grandpa said: he's a vacant loft."

With a nod, Lo met Ben's eyes, suppressing a faint tremble. "When you had him in the Omnitrix, was he useful to you?"

Ben thought hard. "When I was 10, I only used him a couple of times…but he really came in handy when I did use him," he admitted, "and that was when I didn't know about everything he could do."

Shakily, Lo smiled. "Then you should put him back in the watch."

Ben shook his head. "That's not necessary, Lauren; I have plenty more aliens to…"

"You never know when he might come in handy, Ben."

Ben flinched. "After what he did to you, Lo, I'm not going to keep him around; not when he could scare you..!"

Lo's hand on his stopped him. "If his powers can help you save someone else from a monster like him, then you _should_ have him around!" she insisted. "I don't want you to toss away an advantage like him because of me." Her smile was a bit guilty. "I don't want to be that selfish, anymore."

Sandra's eyes went wide with surprise.

Carl chuckled as he looked to his father. "Can my boy pick 'em, or what?"

Max grinned. "Looks like it."

Ben kept his eyes on Lo's. "You're _sure_ about this?"

Lo nodded. "Do it."

Ben took a deep breath. "Grandpa, open the tank." Moving to a panel on the side, Max tapped a few keys, opening the glass barrier on the tank.

For a moment, everyone froze, half-expecting Ghostfreak to come to life and attack, but the Ectonurite shell remained still. Lifting his left hand, Ben tapped the Omnitrix against the shell; instantly, the control-dial flared yellow, projecting a pale-gold beam over Ghostfreak, which turned green as the Omnitrix recognized the DNA-signature. A few nanomoments later, Ghostfreak's shell turned to green energy, which was sucked into the watch, the beam retracting as the control-dial popped up, automatically cycling through its roster, before it stopped between Fourarms and XLR8…as a space appeared between them, showing Ghostfreak's image.

With another deep breath, Ben took a few steps back. "Everyone, stand clear; I don't know what this is going to do!" he warned. "Gwen, if things go south, be ready to grab me! Kevin, Grandpa, once Gwen grabs me, one of you hit the control-dial!" Popping up the dial, he stopped it on Ghostfreak. "Here we go..!"

As Ben slammed the dial down, the green light engulfed and remade him; his spine stretched out and arched inward, his upper vertebrae growing spikes that popped out of his back, his hand-bones growing and lengthening into claws, while his legs fused together and melted away into a wispy trail. His chest-carriage became lighter, sprouting tentacles, while his skull shifted, fusing his eye-sockets into one as the skull itself turned upside-down…

…and when the light faded, an exact duplicate of their Ectonurite foe floated in Ben's place, only _this_ one had the control-dial on his chest, and a bright green iris in his eye instead of a malevolent mauve glare. "_Ghostfreak!_"

Everyone kept utterly still. "Ben?" Gwen asked. "Are you okay?"

The new Ghostfreak's emerald gaze flitted back and forth, as if expecting someone else to talk. "_I…I think so,_" he answered, in a scratchy version of Ben's voice. "_Hang on: testing, testing, 1, 2, 3!_" He was silent for a few seconds, before he gave an inverted version of his goofy grin. "_Oh, yeah! Ghostfreak has LEFT the building!_"

Kevin chuckled. "Good to hear."

Ghostfreak's grin grew…and then fell, as his cyclopean gaze fell on a trembling Lo. "_Hey…it's still me, Lauren,_" he whispered.

Lo tried to quell her shivers, managing a nod. "I…I know," she murmured, as she extended a hand to him. Slowly, Ghostfreak reached for it…which caused his hand to pass through a stray sunbeam.

Instantly, a layer of black, fleshy mass burst from Ghostfreak's body, startling Lo as it covered Ghostfreak completely, leaving him with a more humanoid shape, his new epidermis now lined with venous streaks of green, matching his eye, and hiding his face, leaving only his eye visible. Surprised, Ghostfreak looked at his hands. "_Huh…I guess he WAS immune to sunlight, this time._"

Lo gulped. "A little warning would've been nice, Ben."

"_Hey, it was news to me too!_" Ghostfreak agreed. "_Okay, I think we've all seen enough of this ugly mug!_" With that, he tapped the control-dial, returning himself to normal.

As Ben deactivated the Omnitrix, Max looked to his son and daughter-in-law. "Well, I'd say it's time for me to head on out."

"Us, too," Carl agreed. "No offence, Ben, but after this weekend, the rest of the _year_ will seem like a vacation!"

Ben chuckled. "Yeah, our job's kinda like that."

Calming herself, Lo looked to Ben's parents. "It…it was really nice meeting you, Mr. and Mrs. Tennyson," she said, before she looked at Sandra. "I'm sorry, but…I don't think I'll be able to help you with that thing we talked about, after all."

Ben blinked. "What thing?"

"It's nothing, Benjamin," Sandra answered, before giving Lo a gentle smile. "I understand."

Walking towards Ben, Max looped an arm over his shoulder and lead him away from the others. "Before I go, Ben, I've got a little something for you." Reaching into his t-shirt, he pulled out an old sheet of paper, unfurling it.

Ben looked puzzled. "Okay…what's this?"

Max grinned. "Your inheritance," he said. "Look closer."

Ben squinted at the paper…and his eyes bugged out. "Whoa…_WHOA…_"

Curious, Lo inched closer to Ben and Max, but Fin quickly ushered her away. "Come on, sister; it's time for some surf-therapy with Doc McCloud!" she declared, before glancing at Gwen and Kevin. "That includes you guys, too; if fighting off a zombie-attack doesn't get you guys past Initiation, I don't know WHAT does!"

Gwen started to smile. "Wait…are you guys talking about the..?"

"Oh, yeah," Broseph confirmed. "Welcome to Surfer's Paradise, dudette."

XXXXXXXX

_The Office_

After talking with Grandpa Max – whose revelation had almost knocked him flat on his butt – Ben quickly raced to catch up with the others, stopping by the staff-house to don his swim-trunks and grab his board…and stash Grandpa Max's gift in his padlock-secured lock-box. Minutes later, he reached the Office, where he found his fellow groms, plus Gwen and Kevin, all in surf-gear, on the beach. "_This_ is the Office?" Gwen exclaimed. "It's…it's _awesome!_"

"I know, right?" Emma agreed.

Fin nodded. "And we all have your Madcap Grandpa to thank for it."

"Guess we're gonna need surfboards," Kevin observed.

"Just ask The Kahuna at the Surf-Shack," Broseph said. "He'll fix you both up!"

"Dudes. Are we gonna talk, or are we gonna hit the waves?" Reef asked.

Fin laughed. "You're that eager to get schooled, Kooksville?"

"You _wish_, betty!"

While Kevin and Gwen headed to the Surf-Shack, Ben was about to follow the others into the lineup, but Lo's voice stopped him. "Ben?" she asked, looking nervous. "Could we talk, first? In private?"

Ben gulped. "Sure," he answered, trying to sound calm, as he followed Lo back towards the treeline.

Coming to a stop in a shaded part of the woods, Lo set her board down, before turning back to Ben. "Well…this has been a nutty few days, huh?"

Ben smiled nervously. "No kidding," he agreed. "Heck of a way to meet our respective folks."

Lo mirrored his smile. "Yeah; still not sure if your mom hates me."

Ben chuckled. "I think you did impress her, back at the hotel," he said. "I think your dad's not gonna off me, at least…I hope."

Lo looked guilty. "I didn't get you in trouble this morning, did I?"

"No, no!" Ben replied quickly. "I think he and your mom understood you needed to feel safe; plus, they probably knew I'd spent the entire night thinking about baseball."

"Huh?" Lo asked, before she understood. "I kept you up, didn't I?"

Ben grinned sheepishly. "Just a little, maybe," he admitted. "Anyway, you wanted to talk about something?"

Lo took a deep breath. "You've got control of Ghostfreak, now?" Ben nodded. "Then…then whatever he did to me…I want _you_ to do it."

Ben almost choked. "_Wh-Wh-WHAT?_"

"I talked to Daddy, this morning: he said that he was able to get over his PTSD from his Ranger days by re-exposing himself to…stuff like that in a controlled setting!" Lo continued. "That's what I need right now, Ben; I don't want to…to always have nightmares about what that…that psycho freak did to me!"

Lo's reasoning struck a chord. "Lauren…I still don't know all of what Ghostfreak can do; I don't even know if I _can…_"

Lo sniffled. "Please try, Ben?" she asked. "Please?"

Her pleading tone utterly shattered his resolve. "Okay," he whispered. Popping up the Omnitrix's dial, he made his selection and slammed it down, becoming Ghostfreak, once more, still with his protective coating. "_Are you sure?_"

Lo was visbly shaking, but she nodded, her eyes scrunched shut. "Y-Yes." Slowly, Ghostfreak floated towards her, her trembles growing as he became intangible…and then passed through her.

As Ghostfreak phased through her, Lo opened one eye…and then the other. "B-Ben?" she murmured. "I don't feel any different."

Becoming solid, Ghostfreak blinked in confusion…and then saw his hands. "_Right; he can only use all his powers WITHOUT this coating. Hang on._" His eye flattened into a single vertical line as he squinted. "_Uuurrrggg…okay, that's not it…eeerrrggg…almost…ooooggg…criminy, I can't even tell what muscle to flex…_"

As Ghostfreak strained himself, Lo couldn't help but giggle, but her laughter faded into a gasp of fright as Ghostfreak shed his skin, revealing his terrifying true form, with only his panting dimming her terror. "_Okay…gonna have to work on that,_" Ghostfreak wheezed, before he saw her fright. "_Lauren, you don't have to do this…_"

Lo clenched her shaking fists. "Y-Yes, I d-do!" she whimpered, shutting her eyes. "D-D-Do it!" Phasing again, Ghostfreak slowly floated towards her…and then over her…

…_and the next thing Ben knew, he was in a dark endless void, back in his normal form. Looking around, he called into the dark. "Hello?"_

"_Ben? Ben, where are you? BEN?"_

_Lo's terrified cry clenched Ben's heart, sending him running towards her; moments later, he found her, on the verge of hysteria, shaking like a leaf. "Lo, I'm here!" he exclaimed, quickly embracing her. "I'm right here!"_

_Frantic, Lo hugged him back. "I-I thought you'd left me..!"_

"_Never!" Ben promised, giving her an extra comforting squeeze, before looking around. "So…is this what it was like when he was here?"_

_Calming herself, Lo did the same. "Almost," she said. "When Ghostfreak was here, he had me tied up in this gooey web-stuff; I was a prisoner in my own head."_

_Ben nodded. "And now?"_

_Lo was much calmer now. "Now it just feels like I'm in the passenger-seat," she said. "God, with you, it's SO different!"_

_Ben smiled. "Glad I could help."_

_Lo smiled back. "And what exactly are you doing with me as we're talking?"_

_Ben laughed. "Not much; see for yourself!"_

_As he spoke, a viewing-window opened in the void, showing a view of the woods through Lo's eyes, before Ben's voice came through. "Hello? Hello?" his voice said. "Oh, MAN, does it sound wrong to hear my voice out of her mouth…okay, just gonna take a few steps – WHOOP!" The view shifted for a moment. "Okay, her center of gravity is WAY off…"_

_Ben flushed red as the window closed…while Lo fell flat on her butt, laughing herself silly. "You…you goober!" she teased. "You…you can't even go two steps..?"_

"_Hey, it's my first time driving someone else's body! Sue me!" Ben's tone turned serious. "I think I've invaded your privacy long enough."_

_Lo nodded. "Okay."_

…and then, Ghostfreak was back in the real world, moving away from Lo as he de-phased…but as he left her, Lo was instantly covered by a similar layer of black-green fleshy substance, sticking to her and clinging like a second skin, covering her up to her neck, as her eyes gained a green glow.

Blinking with confusion, Lo looked at her hands. "Okay, this is new."

"_Yeah,_" Ghostfreak agreed. "_Sorry._"

Lo shook her head. "Don't be – like I said, this is _way_ different from what _he_ did!" she assured him. "I still feel like I'm in control; I'm still me, but I can also feel you in my mind."

Ghostfreak paused to think about it…and was astounded to find some of Lo's thoughts seeping into his mind. "_I can feel you, too,_" he answered, "_which explains why I have this sudden urge to buy shoes._"

"Shut _up!_" Lo laughed, swatting his arm. "You're teasing me while I hear your thoughts, mister? _Not_ a good idea!" Smirking, she crossed her arms…which accentuated her upper chest in the most alluring way. "Anything you'd like to tell me?"

Ghostfreak scratched his chin nervously. "_Well, I didn't really have time to think about this earlier, since you were in danger,_" he confessed. "_But now…you are DEFINITELY the hottest ghost-zombie I've ever seen._"

Lo giggled. "Good answer."

Ghostfreak smirked. "_So, what exactly WAS my mom talking about?_"

Now it was Lo's turn to look guilty. "Earlier, she'd talked to me about…trying to convince you to stop using the Omnitrix," she murmured. "When you left, I told her I would, but after everything…" She looked away. "I am _so_ sorry, baby."

Ghostfreak instantly sobered. "_I'm sorry, too; she shouldn't have put you in that position, sweetheart._"

"I get why she did," Lo answered. "She was just worried." Her expression brightened. "So what did your grandpa want to talk to you about?"

Ghostfreak hesitated for a moment; he was half-afraid that she wouldn't be able to keep this a secret…but she hadn't _had_ to tell him about what his Mom wanted.

He could trust her.

"_He gave me something, Lo_," he replied. "_Something that I do NOT want the others to know about – they'd never give me a moment's peace, especially Reef and Fin._"

Lo arched an eyebrow. "Well, what? What could they want to know abou…" Her voice trailed off as she caught his thoughts, and put the pieces together. "Oh my _GOD!_ Are you saying he gave you the secret to the Z..?"

"_That's why I can't let this out, Lo!_" Ghostfreak cried. "_If those two knew I had it, they'd never leave me alone! It'd be surf-lesson-tug-of-war, all over again!_"

Lo calmed down. "Okay, Ben; I won't tell a soul," she promised. "You can trust me."

Ghostfreak nodded. "_I know._"

A flirtatious smile crossed Lo's face, as she floated towards him. "Well, now that that's settled, what say we head back?" she cooed, gliding a finger along his inverted chin. "Because, even though it's you, _his_ face does _NOT_ do it for me."

Ghostfreak chuckled. "_No kidding; I'm surprised I didn't break every mirror in the lobby!_" he joked. "_So…you're okay?_"

Lo smiled gently. "I will be." And with that, she tapped the control-dial on his chest, returning Ben to normal and causing her green-black coating to disintegrate, leaving her normal, as well. With no-one to watch them, Ben took Lo's hands in his, before he gently pulled her towards him; not resisting even _slightly_, Lo looped her arms around her boyfriend's neck, as their lips met in a tender kiss. After a few blissful moments, the two pulled away, and headed back to the beach, boards in one hand…and each other's hand in the other.

By the time they got to the edge of the beach, Gwen and Kevin had walked up with rented boards, while the others had just finished one set. "Guys, where _were_ you?" Fin laughed. "You missed the sweetest waves!"

Lo lightly blushed. "Oh, we just had a few…tiny things to work out; no biggie!"

Ben nodded. "We'll get the next one."

_Beep-beep-beep!_

That familiar beeping made Ben go _pale._ '_Darn it, WHY did I have to put my badge in my swim-trunks' pocket?_'

"So much for _that_ idea," Kevin said.

"Duty calls, bro," Broseph said.

Taking out his badge, Ben checked the alert. "It's just a low-level alert; a civilian flight didn't clear their approach with the Plumbers, and they're coming in a few miles off the coast. They just need a couple of people to clear this up," he said. "Gwen, Kevin, you guys can handle this one." He met Lo's gaze. "I'm _not_ bailing on you; _not_ this time."

Her hands on her hips, Lo walked up to Ben…and leaned up to kiss his cheek. "Be careful out there, baby."

Ben did a double-take. "_Huh?_"

Lo laughed. "Ben, didn't you _hear_ me?" she chided. "I'm _done_ with being selfish about your other job!" Her smile grew. "You sacrifice so much to protect people who have no _idea_ what's out there! If you can make a big sacrifice like that, _I_ can make one for _you._"

Gwen blinked. "Wow."

Ben grinned goofily. "You are _awesome,_ you know that?" He glanced to his cousin. "Didn't I _tell_ you she was awesome?"

Kevin's tone was dry. "About a million times," he drawled. "We gonna get moving, or what?"

Sticking his board in the sand, Ben gave Lo a kiss on the forehead. "Shred some killer waves for me, okay?"

Lo beamed. "_Count_ on it!"

Grinning, Ben popped up the watch's control-dial, made his choice, and slammed it down. "_Jetray!_" His change complete, Jetray darted into the sky, while Gwen enshrouded herself and Kevin in an energy-sphere, before flying after him.

Watching her boyfriend and his team go, Lo turnd back to her friends, all of which were smiling at her. "We're proud of you, Princess," Fin teased.

Lo shrugged. "No biggie!" she answered. "So, are we gonna shred, or what?"

Broseph grinned. "Music to my ears, bra!" With that, the five of them ran into the surf, for one more sesh…

XXXXXXXX

_Surfer's Paradise_

The first-floor corridor was fairly silent as the renovation crew made their way towards Room 1313, setting up just outside its door and gathering their gear; as per the owner's work-order, they were to demolish the entire thing and wall it up completely. It seemed like an odd request, but the pay was good, so nobody was complaining.

The workers were so engrossed in their preparations, they never noticed the tiny, glowing-blue wisp as it flickered out of Room 1313, heading towards the elevator-shaft. Flying up the shaft, the tiny wisp – shaved like a slitted eye – barely managed to stay cohesive, almost puffing out of existence as it passed through the penthouse door, flitting towards the rooms of the Ridgemount children. It tried to head to the room marked "Princess," but it could go no further, so it headed into the room of the youngest child, making a beeline for the active computer…

George never noticed the change on his laptop's screen; his back was turned as the screen momentarily showed a black-mauve eye, looking around, before changing back as he turned around. Signing out of his e-mail, George powered down the computer, and then headed out, to meet up with Grommet.

Had he stayed a moment longer, he might have noticed the laptop switch back on, its screen filled with static…which morphed into a deadly claw, reaching towards the screen…and then switched off.

_THE END?_

_Author's Note: And so ends the second story of the Hanging Ten Saga! I hope you've all enjoyed my brief foray into the horror-genre; I admit, it's likely no "Nightmare on 13__th__ Street," but I hope this story has been a bit spookier than my other works!_

_For those of you who've asked, my next published fanfic will be "A Day at the Mall with Superman," which I hope to finish by November sometime. After that, it may be a while before I can publish again, for two reasons: One, because it'll be crunch-time at university, and I'll have finals to prep for, as well as two – count 'em, TWO – research papers to work on._

_And Two: on November 20, The Legend of Zelda: Skyward Sword hits our shores, and I've been waiting since 2008 for the next Zelda console game. Naturally, I'll be a bit distracted._

_Having said that, I won't be giving up on any of my upcoming projects. I fully intend to post Crusade and Smallville Chronicles, starting in 2012, and with it, the next part of the Hanging Ten Saga – Hanging Ten: Witchy Woman. As for Last Son, Book Four, that'll start some time afterwards._

_And those of you who've asked, and will surely ask again, rest easy: Way Big and Rath will be in the next Hanging Ten story!_

_In closing, I'd like to thank you all again for making the Hanging Ten Saga the success that it is! I look forward to hearing from you all again in Part Three! Later!_


End file.
